As filed with the Securities and Exchange Commission on January 29, 2007November 3, 2009
Registration No. 333-139783333 - 162235
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
LAKES ENTERTAINMENT, Inc.
(Exact name of registrant as specified in its charter)
   
Minnesota
41-1913991
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization) 41-1913991
(I.R.S. Employer
Identification No.)
130 Cheshire Lane, Suite 101
Minnetonka, MN 55305
(952) 449-9092
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Lyle Berman
Chief Executive Officer
Lakes Entertainment, Inc.
130 Cheshire Lane, Suite 101
Minnetonka, MN 55305
(952) 449-9092
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
   
Jean M. Davis,Damon Schramm, Esq.
Secretary and General Counsel
Lakes Entertainment, Inc.
130 Cheshire Lane, Suite 101
Minnetonka, MN 55305
(952) 449-9092		J.C. Anderson, Esq.
Daniel R. Tenenbaum, Esq.
Gray Plant Mooty
500 IDS Center
80 South Eighth Street
Minneapolis, MN 55402
Telephone: (612) 632-3000
Telecopy: (612) 632-4444
Eleazer Klein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
Telephone: (212) 756-2000
Telecopy: (212) 593-5955
Approximate date of commencement of proposed sale to the public:As soon as practicableFrom time to time after the effective date of this Registration Statement, becomes effective.as determined by Registrant.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box.þ
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated fileroAccelerated filerþNon-Accelerated fileroSmaller reporting companyo
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
               
 
       Proposed  Proposed    
       Maximum  Maximum  Amount of 
 Title of Each Class of  Amount to be  Offering Price  Aggregate Offering  Registration 
 Securities to be Registered  Registered (1)  Per Share (2)  Price (1)(2)  Fee 
 Common stock, par value $0.01 per share  1,625,000(3)  $10.785  $17,525,625  $1,875(4) 
 
             
 
    Proposed    
    Maximum  Amount of 
 Title of Each Class of  Aggregate Offering  Registration 
 Securities to be Registered (1)  Price (2)(3)(4)  Fee (5) 
 Common stock, par value $0.01 per share (6)(7)           
 Preferred stock, par value $0.01 per share (7)           
 Debt Securities (8)           
 Warrants (9)           
 Units (10)           
 Total  $50,000,000   $2,790 (11)  
 
(1) These offered securities may be sold separately, together or as units with other securities.
(2)An indeterminate number or amount of our securities listed, as may from time to time be offered, reoffered or sold, at indeterminate prices, is being registered pursuant to this registration statement.
(3)In no event will the aggregate initial offering price of all securities issued from time to time pursuant to this registration statement exceed $50,000,000. The proposed maximum offering price per share will be determined from time to time in connection with the issuance of the securities registered hereunder.
(4)The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(5)The registration fee has been calculated, pursuant to Rule 457(o) under the Securities Act, on the basis of the maximum aggregate offering price of the securities listed.
(6)Pursuant to Rule 416,416(a) under the Securities Act, there areis also being registered such indeterminate number of additional shares of our common stock as may be issued by reason of anyfrom time to time with respect to shares being registered hereunder to prevent dilution resulting from stock dividend,splits, stock splitdividends or other similar transactions effected without receipt of consideration that results in an increase in the number of outstanding shares of common stock.transactions.
 
(2)(7) Estimated solelyThere is also being registered such indeterminate number of shares of preferred stock and common stock as may be issued (i) separately, or (ii) upon conversion or exchange of any other securities that provide for conversion or exchange. No separate consideration will be received for the purposepreferred stock or common stock issued upon such conversion or exchange.
(8)An indeterminate principal amount of determining the registration fee in accordance with Rule 457(c) under the Securities Act of 1933. The maximum price per share informationdebt securities, as may from time to time be sold at indeterminate prices, is based on the average of the high and the low sale price on December 27, 2006, as reported on The Nasdaq Global Market, which was a date within five business days priorbeing registered pursuant to the date of filing the initial Form S-3this registration statement.
(9)An indeterminate number of warrants, as may from time to time be sold at indeterminate prices, is being registered pursuant to this registration statement.
(10)An indeterminate principal amount of units, as may from time to time be sold at indeterminate prices, is being registered pursuant to this registration statement.
 
(3)(11) IncludesThis registration fee was previously paid in connection with the number of shares of common stock issuable to the selling shareholder upon either the (i) conversion of outstanding shares of series A convertible preferred stock or (ii) exercise of outstanding warrants. Under the terms of a registration rights agreement between the registrant and the selling shareholder identified in this registration statement, the registrant is required to register 130% of the shares of common stock issuable upon the exercise of the warrants currently exercisable to purchase up to an aggregate of 1,250,000 shares.
(4)Paid with theinitial filing of the initial Form S-3 registration statement.statement on September 30, 2009.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 
 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities pursuant to this prospectus, until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 29, 2007.NOVEMBER 3, 2009.
PROSPECTUS
LAKES ENTERTAINMENT, INC.
 
1,625,000 Shares of $50,000,000
Common Stock, par value $0.01 per share
Preferred Stock, par value $0.01 per share
Debt Securities
Warrants
Units
 
          This prospectus relates to the resale of up to 1,625,000 shares of our common stock that weWe may issue to the selling shareholder. The shares of common stock offered under this prospectus by the selling shareholder are issuable upon either (i) the conversion of outstanding shares of our series A convertible preferred stock, referred to as preferred stock, or (ii) the exercise of outstanding common stock purchase warrants, referred to as warrants. We will not receive any proceeds from the offer and sale of the shares. Rather, the selling shareholder will receive all of the net proceeds from any sale of the shares. However, as described in greater detail in this prospectus under the section “Use of Proceeds”, we may receive the proceeds from the exercise of the warrants issued to the selling shareholder. We have been advised that the selling shareholder maysell, from time to time, sell theour common stock, to preferred stock, debt securities and/or through brokerswarrants, either individually or dealersin units, in one or more transactions,offerings in The Nasdaq Global Market or otherwise,the amounts, at market prices prevailingand on terms that we will determine at the time of the offering, with an aggregate offering price of up to $50,000,000. We may also offer common stock or preferred stock upon conversion of debt securities, common stock upon conversion of preferred stock or common stock, preferred stock or debt securities upon the exercise of warrants.
          We may offer and sell the securities to or through one or more underwriters, dealers and agents, or directly to purchasers, on a delayed basis. The prospectus supplements will provide the specific terms of the plan of distribution. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before buying any of the securities being offered. For additional information on the methods of sale, at prices relatingyou should refer to prevailing prices, or at negotiated prices.the section entitled “Plan of Distribution” in this prospectus and in the applicable prospectus supplement.
          Our common stock is listed on The Nasdaq Global Market under the symbol “LACO.” On, 2007, November 2, 2009, the closing saleslast reported sale price of our common stock as reported by Theon the Nasdaq Global Market was $[___].$2.75.
Investing in our common stocksecurities involves a high degree of risk.
See “Risk factors” You should read “Risk Factors” beginning on page 74 of this Prospectus.prospectus and the risk factors described in any prospectus supplement or in other documents incorporated by reference herein or therein before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
          This prospectus may not be used to consummate sales of securities unless it is accompanied by a prospectus supplement.
The date of this Prospectus is, 2007 ______, 2009

 

 

TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
ii
     
SUMMARY
  1 
     
RISK FACTORS
  7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
164 
     
USE OF PROCEEDS
  174 
     
SELLING SHAREHOLDERSECURITIES WE MAY OFFER
  184
RATIO OF EARNINGS TO FIXED CHARGES
4 
     
DESCRIPTION OF CAPITAL STOCK
  195
DESCRIPTION OF DEBT SECURITIES
7
DESCRIPTION OF WARRANTS
11
DESCRIPTION OF UNITS
13 
     
PLAN OF DISTRIBUTION
  2313 
     
LEGAL MATTERS
  2615 
     
EXPERTS
  2615 
     
WHERE YOU CAN FIND MORE INFORMATION
  27
INDEMNIFICATION
2815 
 Consent of Deloitte & Touche LLPEX-5.1
 Consent of Piercy Bowler Taylor & KernEX-23.1

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You should rely only on the information contained in this prospectus or to which we have referred you. We have not, and the selling shareholders have not, authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is accurate as of the date of the front cover of this prospectus, but the information may have changed since that date.ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission.Commission using a “shelf” registration process. Under this shelf process, we may, offer and sell, from time to time, the securities referenced herein in one or more offerings up to an aggregate offering price of $50,000,000. This prospectus includes a general description of the securities we may offer. Each time our securities are offered, we will provide a prospectus supplement. The registration statement containingprospectus supplement will contain more specific information about the offering. The information in the prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) may add, update or change the information contained in this prospectus includingor in the exhibitsdocuments that we have incorporated by reference into this prospectus. The information in the prospectus supplement (and in any related free writing prospectus that we may authorize to be provided to you) may add, update or change the registration statement, also contains additional information about us and ourcontained in this prospectus or in the documents that we have incorporated by reference into this prospectus. In addition, a prospectus supplement may include a discussion of any risk factors in addition to those described in this prospectus. Before buying any of the securities offered under this prospectus. That registration statement, can bewe urge you to carefully read atthis prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the Securities and Exchange Commission’s website (located at www.sec.gov) or at the Securities and Exchange Commission’s Public Reference Room mentionedinformation incorporated herein by reference as described under the heading “Where You Can Find More Information”Information.”
          You should rely only on page 27the information contained or incorporated by reference in this prospectus, any related prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making offers to sell or seeking offers to buy these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus, any prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document, and that any information we have incorporated by reference in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date given in the document incorporated by reference, regardless of the time of delivery of this prospectus.
prospectus, any applicable prospectus supplement, any applicable free writing prospectus or the time of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since such date.
          (i)References in this prospectus to “Lakes,” the “Company,” “we,” “us” and “our” refer to Lakes Entertainment, Inc. and its subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
          This prospectus and the documents incorporated by reference herein contain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”, “could”, “would”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “projects”, “predicts”, “potential” and similar expressions intended to identify forward-looking statements. Without limiting the broader description of forward-

ii 

looking statements, we specifically note that statements regarding our plans for future expansion and other business development activities as well as other statements regarding capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition are all forward-looking in nature.
          Such forward looking information involves important risks and uncertainties that could significantly affect our anticipated results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements made by or on behalf of us.
          These risks and uncertainties include, but are not limited to:
•the need for current financing to meet our operational and development needs;
•the inability to complete or possible delays in completion of our casino projects, including various regulatory approvals and numerous other conditions which must be satisfied before completion of these projects;
•possible termination or adverse modification of management or development contracts;
•the highly competitive industry in which we operate;
•possible changes in regulations;
•reliance on continued positive relationships with Indian tribes and repayment of amounts owed to us by Indian tribes;
•possible need for future financing to meet our expansion goals;
•risks of entry into new businesses; and
•reliance on our management.
          We discuss many of these risks in greater detail under the heading “Risk Factors” in our SEC filings, and may provide additional information in any applicable prospectus supplement or free writing prospectus. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. You should read this prospectus, the registration statement of which this prospectus is a part, the documents incorporated by reference herein, and any applicable prospectus supplement and free writing prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements.

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SUMMARY
          This summary highlights certain information contained elsewhere in this prospectus and the documents incorporated by reference into this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. We urge you to read this entire prospectus carefully, including the risks of investing in our common stock discussed under “Risk Factors” and the financial statements and other information that is incorporated by reference into this prospectus, before making an investment decision. In addition, this prospectus summarizes other documents that we urge you to read. All references in this prospectus to “Lakes,” “we,” “our,” and “us” refer to Lakes Entertainment, Inc. and its subsidiaries.
Business Overview
          We develop, finance and manage Indian-owned and non-Indian-owned casino properties. We currently have development (which includes certain financing requirements) and management or financing agreements with twofour separate tribes for one new casino operations in Michigan, California, and Oklahoma for a total of five separate casino projects. We also have regulatory approval for development of a casino in Vicksburg, Mississippi and have entered into a joint venture aimed at developing and operating a casino project in Michigan, one in California, and with two separate tribesthe South Central Zone of Kansas.
          We are currently managing the Cimarron Casino in Oklahoma for five various casino projects. We have agreements with a second tribethe Iowa Tribe of Oklahoma, the Four Winds Casino Resort in Michigan for the Pokagon Band of Potawatomi Indians (the “Pokagon Band”) and the Red Hawk Casino in California tofor the Shingle Springs Band of Miwok Indians (the “Shingle Springs Tribe”). The remaining projects are in various stages of development, as discussed in greater detail below. We also develop and finance a new casino project. We are also involved in other business activities, including development of a non-Indian casino in Mississippi and the development of new table games for licensing to both Tribal and non-Tribal casinos. In addition, as of November 6, 2006, we owned approximately 61% of WPT Enterprises, Inc., referred to as WPTE, a separate publicly held media and entertainment company
Indian Casino Business.Since inception, Lakes’ has principally engagedbeen involved in the development production and marketingmanagement of gaming themed televised programming, the licensing and sale of branded products and the sale of corporate sponsorships. Our consolidated financial statements include the results of operations of WPTE, and in recent periods, our revenues have been derived primarily from WPTE’s business.
Indian Casino Business
          Our primary business is to develop and manage Indian-owned casino properties that offerand related amenities.
          Lakes is currently managing the opportunity for long-term development of related entertainment facilities, including hotels, golf courses, theaters, recreational vehicle parks and other complementary amenities. We currently have agreements with five separate tribes that include one new casino development project in Michigan, two new casino development projects in California, and three new casino development projects and two existing casino operations in Oklahoma. We, through various subsidiaries, have entered into the following contractsCimarron Casino for the developmentIowa Tribe of Oklahoma, a federally recognized Indian Tribe, and financing and/orthe Iowa Tribe of Oklahoma, a federally-chartered corporation (collectively, the “Iowa Tribe”) in Perkins, Oklahoma, under a seven-year management contract, which commenced in 2006. The Cimarron Casino features approximately 375 electronic gaming machines and a food and beverage outlet.
          Lakes developed, and has a five-year contract to manage, the Four Winds Casino Resort for the Pokagon Band in New Buffalo Township, Michigan near Interstate 94. Lakes began managing the Four Winds Casino Resort when it opened to the public on August 2, 2007. The Four Winds Casino Resort is located near the first Interstate 94 exit in southwestern Michigan, approximately 75 miles east of new casino operations, all of which are subjectChicago. The facility features approximately 3,000 slot machines, 72 table games, a 12-table poker room, a 165-room hotel, five restaurants, three bars, a players’ lounge, a child care facility and arcade, retail space and a parking garage.
          Lakes also developed, and has a seven-year contract to various regulatory approvals and in some cases resolution of legal proceedings:
We have contracts to develop and manage, The Foothill Oaksthe Red Hawk Casino to bethat was built on the Rancheria of the Shingle Springs Band of Miwok Indians, referred to as the Shingle Springs Tribe in El Dorado County, California, adjacent to U.S. Highway 50, approximately 30 miles east of Sacramento, California, referredCalifornia. Lakes began managing the Red Hawk Casino when it opened to as the Shingle Springs Casino.
public on December 17, 2008. The Red Hawk Casino features approximately 2,100 electronic gaming devices, 75 table games, six restaurants, six bars, retail space, a parking garage, a child care facility and arcade. To provide

1

direct freeway access to the Red Hawk Casino, an affiliate of the Shingle Springs Tribe constructed a dedicated inter-change on U.S. Highway 50.
          Lakes continues to explore other casino development opportunities with Indian tribes. Currently, through various subsidiaries, we have entered into the following contracts for the development and management or financing of these Indian casino projects:
 • We have contracts to develop and manage the Four Winds Casino resort, which is being built on land placed into trust for the Pokagon Band of Potawatomi Indians in New Buffalo Township, Michigan near Interstate 94. The casino location is near the first Interstate 94 exit in southwestern Michigan and approximately 75 miles east of Chicago, referred to as the Pokagon Casino. The Four Winds Casino resort is currently under construction with an anticipated completion date of late summer 2007.
•We haveLakes has contracts to develop and finance a casino to be built on the Rancheriareservation of the Jamul Indian Village referred to as the Jamul Tribe,(the “Jamul Tribe”) located on State Highway 94, approximately 20 miles east of San Diego, California referred(the “Jamul Casino”). The Jamul Casino project has been significantly delayed due to asvarious political and regulatory issues. However, the Jamul Casino.Tribe has the two basic requirements to eventually successfully build this proposed project — federal recognition as an Indian Tribe and Indian land eligible for gaming. We currently expect to continue our involvement with this project.
 
 • We haveLakes has a consulting agreementsagreement and management contractscontract with three wholly-owned subsidiaries, referred to collectively as the Pawnee Nation, of the Pawnee Tribal Development Corporation (“TDC”), in connection with assisting the Pawnee Nation in developing, equipping and managing (1) the Chilocco Casino, which is planned to be built on approximately 800 acres of Indian gaming land owned by the Pawnee Nation in northern Oklahoma near the Kansas border, (2) the Pawnee Nation’s existing Trading Post casino operation in Pawnee, Oklahoma, and (3) the proposed casino operation at the Pawnee Nation’s existing Travel Plaza at the intersection of U.S. Highway 412 and State Highway 18, approximately 25 miles from Stillwater, Oklahoma. However, on December 1, 2006, Lakes announced that the Pawnee Nation of Oklahoma Business Council (the “Business Council”) declined to approve a proposed updated tribal agreement with a Lakes subsidiary relating to the Pawnee Trading Post Casino. Since the consulting and management agreements were originally entered into in January 2005, several new members have been appointed to the Business Council which has resulted in a substantial change in the Business Council’s membership. Lakes, the TDC and its gaming subsidiaries (the tribal entities that own and operate the tribal casinos), which support approving the updated tribal agreement and Lakes’ involvement in the projects, are evaluating how they wish to proceed with their current project agreements given this action, including perhaps terminating the project agreements.
For its consulting services, Lakes is receiving monthly fees of $5,000 related to the Trading Post Casino project and is to receive monthly fees of $25,000 and $250,000 from the Travel Plaza Casino and Chilocco Casino projects, respectively, upon their completion. Lakes had also planned to manage each of these facilities under management contracts, subject to regulatory approvals.
Lakes has advanced approximately $5.1 million to the TDC related to these projects under the existing agreements. Lakes intends to work with the TDC to resolve all of the financial terms of the contracts including repayment of the advances if the project agreements are in fact terminated as a result of the Business Council’s decision. However, if the agreements are terminated, there can be no assurance that Lakes will receive any future fees related to these projects or that it will be repaid in full for its advances. As a result, Lakes’ annual consolidated financial statements as of and for the year ended December 31, 2006 are expected to be adversely impacted by write-downs related to these advances, the

2

magnitude of which cannot be determined at this time.
•We have consulting agreements and management contracts with the Iowa Tribe of Oklahoma, referred to as the Iowa Tribe in connection with developing, equipping and managing the Ioway Casinoa casino resort which is planned to be built near Route 66, and approximately 25 miles northeast of Oklahoma City, Oklahoma (the “Ioway Casino Resort”). The Iowa Tribe is currently leasing and acquiring land from tribal members, which is held in trust for the individual tribal members by the United States Government. The Bureau of Indian Affairs (the “BIA”) has granted approval on the purchase of a 60-acre allotment but the remaining transactions for the final 14 acres still require BIA approval. However, due to continued delays in approval of the additional 14 acres, the Iowa Tribe’s existing CimarronTribe is proceeding with design plans for the construction of the project on the approved 60 acres. Lakes submitted its management contract with the Iowa Tribe for the Ioway Casino locatedResort to the National Indian Gaming Commission (the “NIGC”) for review in Perkins, Oklahoma.
•We have also explored, and are continuing2005. The NIGC has stated that it is waiting for the BIA to explore, other development projects with Indian tribes.approve all land leases before it will issue an opinion on the management contract.
          Non-Indian CasinosCasinos.
          WeLakes also exploreexplores opportunities to develop and operate casinos that are not owned by Indian tribes. We have received various regulatory approvals to develop a company-owned casino on approximately 300 acres near Vicksburg, Mississippi. We do not expect to commenceHowever, uncertainty exists surrounding the development of this project until 2007.
WPT Enterprises, Inc.
          WPTE creates branded entertainment and consumer products driven by the development, production, and marketing of televised programming based on gaming themes. WPTE’s World Poker Tour®, or WPT, television series, based on a series of high-stakes poker tournaments, airsdue primarily to changes in the United States oneconomic environment and credit markets. As a result, the Travel Channelassets associated with the Vicksburg project are recorded at their estimated fair value of $5.4 million as of June 28, 2009.
          In April 2009, we submitted an application with the Kansas Lottery to develop and manage a casino to be located in south central Kansas. In August 2009 we announced that we were withdrawing our application and, instead, entering into a joint venture with the Chisholm Creek Casino Resort, LLC referred(“Chisholm”) relating to as Travel Channel, and in more than 150 territories globally. WPTE has four operating units:
WPT Studios.WPTE’s multi-media entertainment division generates revenue from the domestic and international licensing of broadcast and telecast rights and through casino host fees. Since WPTE’s inception, the WPT Studios division has been responsible for approximately 75% of WPTE’s total revenue. WPTE licenses the WPT seriesan application to the Travel Channel for telecastKansas Lottery to develop and operate a casino project in the United States under an exclusive licensing agreement. WPTE has produced four complete seasonssouth central Kansas. Phase one of the World Poker Tour series underproposed casino is planned to feature 1,300 to 1,500 slot machines, 30 table games, and other amenities, which may include a number of restaurants and a hotel to be developed by a third party developer. Additional phases of development could include expanded gaming positions, an entertainment center, and other amenities. On August 27, 2009, the WPTE agreements, and Season Five is currently in production.Kansas Lottery Commission approved the management contract for Chisholm. The Travel Channel continuesmanagement contract will be forwarded to hold optionsthe Lottery Review Board for its ultimate decision regarding a gaming facility management contract, expected to license Seasons Six and Seven. WPTE also has license agreements foroccur during the distribution of WPTE’s World Poker Tour episodes in over 150 territories, for which WPTE receives license fees, net of WPTE’s agent sales fees and agreed upon sales and marketing expenses. In addition, WPTE has a license agreement to telecast WPTE’s new Professional Poker Tour®, or PPT, series, which began airing in the thirdfourth quarter of 2006. WPTE also collects annual host fees from the member casinos that host World Poker Tour events (WPTE’s member casinos). In May 2006, WPTE was notified by the licensee that it had chosen to not exercise its option for Season Two and subsequent seasons of the PPT. WPTE is attempting to find a new broadcast partner for the PPT going forward.
WPT Consumer Products.WPTE’s branded consumer products division generates revenues principally from royalties from the licensing of WPTE’s brand to companies seeking to use the World Poker Tour brand and logo in the retail sales of their consumer products. In2009.

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addition, this business unit generates revenue from direct sales of company-produced branded merchandise. WPTE has generated significant revenues from existing licensees, including US Playing Card, Hands-On Mobile, and MDI. WPTE also has a number of licensees that are developing new licensed products including electronic, casino-based, poker related gaming machines from International Game Technology, and interactive television games from Pixel Play.
WPT Corporate Alliances.WPTE sponsorship and event management division generates revenue from corporate sponsorship and management of televised and live events. WPTE’s sponsorship program uses the professional sports model as a method to foster entitlement sponsorship opportunities and naming rights to major corporations. Anheuser-Busch has been the largest source of revenues from its sponsorship of Seasons Two, Three and Four of the World Poker Tour series on the Travel Channel. During the third quarter of 2006, WPTE completed an agreement with Anheuser-Busch to continue its sponsorship for Season Five of the World Poker Tour. During the second quarter of 2006, WPTE finalized a sponsorship agreement with Xyience, Inc., a non-alcoholic energy drink developer and distributor, to promote its product as the “official energy drink” of Season Five and Season Six of the World Poker Tour.
WPT Online Gaming. WPTE’s online poker and casino gaming division generates revenue from WPTE’s agreement with WagerWorks, Inc., referred to as WagerWorks, pursuant to which WPTE granted to WagerWorks a license to utilize the WPT brand to create a WPT-branded online gaming website, WPTonline.com, which features an online poker room and an online casino with a broad selection of slots and table games. In exchange for the license to WagerWorks of WPTE’s brand, WagerWorks shares with WPTE a percentage of all net revenue it collects from the operation of the online poker room and online casino. Although any Internet user can access WPTonline.com via the World Wide Web, the website does not permit bets to be made from players in the United States and other restricted jurisdictions.
          In June 2006, WPTE entered into an agreement with CyberArts Licensing, LLC, referred to as CyberArts, providing WPTE with a perpetual, nonexclusive and nontransferable license for the object code of certain poker software and related banking and card room management software tools to develop WPTE’s own online poker room. The CyberArts agreement enables WPTE to develop, manage, market and handle customer service for the online poker business from WPTE’s own international headquarters.
          In July 2006, WPTE amended its agreement with WagerWorks to permit WPTE to own and operate an online poker room, and fix a termination date for WagerWorks’ operation of WPTE’s online poker room. The amended agreement also permits WPTE to offer multi-player real-money poker gaming via cellular phone using software provided by 3G Scene Limited, referred to as 3G Scene. WPTE entered into a license agreement with 3G Scene in July 2006 that grants 3G Scene a non-exclusive license to use the World Poker Tour brand in promoting its real-money mobile gaming application solely in jurisdictions where such gaming is not restricted.
          In October 2006, the Unlawful Internet Gambling Act of 2006, referred to as the Act, was signed into law. Among other things, the Act prohibits financial institutions from processing

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payments in connection with unlawful internet gambling pursuant to state or federal laws. WPTE believes that the Act is unlikely to have a direct adverse effect on WPTE’s day-to-day operations, since WPTE has always maintained a policy of not taking online wagers from patrons within the United States of America. The Act could potentially result in increased competition to secure online gaming customers outside the United States of America; however, the long-term impact, if any, on WPTE’s business cannot currently be determined.
Development and Marketing of Table GamesGames..
          We have aA division that buys, patentsof Lakes has developed and patented and currently markets and licenses rights for new table game concepts to market/distribute and license to casinos. We are continuingcontinue to test and market a number of games including World Poker Tour (“WPT”) “All In Hold’EmTM,” “Rainbow Poker,” “Pyramid Poker”“Four The Money,” and “Bonus Craps.” The World Poker TourWPT “All In Hold’Em”Hold’EmTM” game is currently operating in several casinos across the United States. Our revenueThe revenues from this division isare currently not significant.significant and we are evaluating whether to continue with the business.
     Real Estate HoldingsHoldings..
          We haveLakes owns parcels of land in California and Oklahoma related to ourits Indian casino projects with the Jamul Tribe the Shingle Springs Tribe and the Iowa Tribe, of Oklahoma; in Minnesota related to our corporate headquarters;offices, and in Mississippi related to our planned company-owned casino; and in Texas related to a terminated casinoits Vicksburg project.
          Executive Offices
          We are incorporated under the laws of the State of Minnesota. Our executive offices are located at 130 Cheshire Lane, Suite 101, Minnetonka, Minnesota, 55305, and our telephone number is (952) 449-9092. Our website address iswww.lakesentertainment.com. Information on our website does not constitute part of this prospectus.
Material Changes
          There have been no material changes to our business affairs since the filing of our annual report on Form 10-K for the fiscal year ended January 1, 2006 which have not been described in our SEC filings since that date.
The Offering
Common stock offered by selling shareholder1,625,000 shares
Common stock outstanding after offering24,573,635 shares
Use of proceedsWe will not receive any proceeds from the sale of common stock by the selling shareholders. However, as described in greater detail in this prospectus under the section “Use of Proceeds”, we may receive the proceeds from the exercise of the warrants issued to

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the selling shareholder.
Nasdaq Global Market SymbolLACO
Risk FactorsInvesting in our common stock is subject to several risks that you should carefully consider before deciding to invest in our common stock. These risks are discussed more fully in “Risk Factors.”
Except as otherwise indicated, all information in this prospectus:
•excludes 4,716,400 shares of our common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $6.14 per share; and
•excludes 35,500 shares of our common stock that are reserved for future grants of stock options under our existing stock option plans.

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RISK FACTORS
          Investing in our common stocksecurities involves a high degree of risk. YouPrior to making a decision about investing in our securities, you should carefully consider the following risks togetherand uncertainties described in our most recent Annual Report onForm 10-K, as amended, and as updated by any subsequent Quarterly Reports onForm 10-Q or Current Reports onForm 8-K that we have filed or will file with all of the other information included in,Securities and Exchange Commission, or SEC, and which are incorporated by reference into,in this prospectus, before decidingas well as the risk factors and other information contained in the applicable prospectus supplement and any related free writing prospectus. The risks and uncertainties described in these documents are not the only ones facing us. Additional risks and uncertainties not presently known to invest inus, or that we currently see as immaterial, may also harm our common stock.business. If any of the following risks or otheruncertainties described in these documents or any such additional risks that we have not identified or that we believe are immaterial or unlikely,and uncertainties actually occur, our business, financial condition and results of operations and financial condition could be materially harmed. Ifand adversely affected. In that occurs,case, the trading price of our common stock could decline, and you maymight lose all or part of your investment.
Risk Related to Our Industry
The completion of our planned Indian and non-Indian casino development projects may be significantly delayed or prevented due to a variety of factors, many of which are beyond our control.
          Although we have experience developing and managing casinos owned by Indian tribes and located on Indian land, we have not developed or managed a casino in the States of California or Michigan. The opening of each of our proposed facilities will be contingent upon, among other things, the completion of construction, hiring and training of sufficient personnel and receipt of all regulatory licenses, permits, allocations and authorizations. The scope of the approvals required to construct and open these facilities will be extensive, and the failure to obtain such approvals could prevent or delay the completion of construction or opening of all or part of such facilities or otherwise affect the design and features of the proposed casinos.
          No assurances can be given that once a schedule for such construction and development activities is established, such development activities will begin or will be completed on time, or any other time, or that the budget for these projects will not be exceeded.
          In addition, the regulatory approvals necessary for the construction and operation of casinos are often challenged in litigation brought by government entities, citizens groups and other organizations and individuals. Such litigation can significantly delay the construction and opening of casinos. Certain of our casino projects have been significantly delayed as a result of such litigation, and there is no assurance that the litigation can be successfully resolved. Our casino projects may experience further significant delays before they can be completed, if ever.
          Major construction projects entail significant risks, including shortages of materials or skilled labor, unforeseen engineering, environmental and/or geological problems, work stoppages, weather interference, unanticipated cost increases and non-availability of construction equipment. These factors or delays or difficulties in obtaining any of the requisite licenses, permits, allocations and authorizations from regulatory authorities could increase the total cost, delay or prevent the construction or opening of any of these planned casino developments or otherwise affect their design.
If our current casino development projects are not completed or fail to successfully compete

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once completed, we may lack the funds to compete for and develop future gaming or other business opportunities which may have a material adverse effect on our results of operations.
          The gaming industry is highly competitive. Gaming activities include traditional land-based casinos; river boat and dockside gaming; casino gaming on Indian land; state-sponsored lotteries and video poker in restaurants, bars and hotels; pari-mutuel betting on horse racing and dog racing; sports bookmaking; and card rooms. The casinos to be managed or owned by us compete, and will in the future compete, with all these forms of gaming, and will compete with any new forms of gaming that may be legalized in additional jurisdictions, as well as with other types of entertainment.
          We Please also compete with other gaming companies for opportunities to acquire legal gaming sites in emerging and established gaming jurisdictions and for the opportunity to manage casinos on Indian land. Many of our competitors have more personnel and may have greater financial and other resources than us. Such competition in the gaming industry could adversely affect our ability to attract customers which would adversely affect our operating results. In addition, further expansion of gaming into new jurisdictions could also adversely affect our business by diverting customers from our planned managed casinos to competitors in such jurisdictions.
We could be prevented from completing our current casino development projects or pursuing future development projects due to changes in the laws, regulations and ordinances (including tribal or local laws) that apply to gaming facilities or the inability of us or our key personnel, significant shareholders or joint venture partners to obtain or retain gaming regulatory licenses.
          The ownership, management and operation of gaming facilities are subject to extensive federal, state, provincial, tribal and/or local laws, regulations and ordinances, which are administered by the relevant regulatory agency or agencies in each jurisdiction. These laws, regulations and ordinances vary from jurisdiction to jurisdiction, but generally concern the responsibility, financial stability and character of the owners and managers of gaming operations as well as persons financially interested or involved in gaming operations, and often require such parties to obtain certain licenses, permits and approvals.
          The rapidly-changing political and regulatory environment governing the gaming industry (including gaming operations which are conducted on Indian land) makes it impossible for us to accurately predict the effects that an adoption of or changes in the gaming laws, regulations and ordinances will have on us. However, the failure of us, or any of our key personnel, significant shareholders or joint venture partners, to obtain or retain required gaming regulatory licenses could prevent us from expanding into new markets, prohibit us from generating revenues in certain jurisdictions, and subject us to sanctions and fines.
          The political and regulatory environment in which we operate, including with respect to gaming activities on Indian land, is discussed in greater detail in our Annual Report on Form 10-K for the fiscal year ended January 1, 2006, referred to as the 2005 Form 10-K, under the caption “Business-Regulation.”

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During September 2005, legislation was proposed to amend the Gambling Devices Act of 1962 which could negatively affect projected management/consulting fees from the Shingle Springs and Jamul Casino projects.
          During September 2005, the Department of Justice proposed legislation that would amend the Gambling Devices Act of 1962 (commonly referred to as the Johnson Act). The proposal seeks to clarify the difference between Class II and Class III machines. It prohibits Indian tribes from operating games that resemble slot machines without a tribal-state compact. The legislation proposes to amend the Johnson Act in three significant ways. First, the definition of “gaming device” in Section 1171 of the Johnson Act would be amended to clarify how the element of chance can be provided in a gaming device. Second, Section 1172 of the Johnson Act would be amended to clarify that certain “qualifying” technological aids could be transported and used in Indian country. Third, a new Section (d) would be added to Section 1175 of the Johnson Act to provide an express exception to allow technological devices to be used in Class II gaming.
          This is only proposed legislation, but if passed it could affect our planned casino operations for the Shingle Springs Tribe and the Jamul Tribe and distributable fees to us. Class II machines are currently planned to be used at the Shingle Springs and Jamul Casinos. If the legislation were passed there is no assurance that substitute allowable Class II machines would result in the same projected operating results as the Class II machines currently planned to be used and in use by the above-mentioned projects. If this were to occur it could have a material adverse effect on our results of operations and financial conditions.
Risks Related to Our Business
Any significant delay in, or non-completion of, our planned Indian and non-Indian casino development projects could have a material adverse effect on our future cash flows and profitability.
          Since the expiration of our management contract for Grand Casino Coushatta (the last remaining Indian-owned casino managed by us) on January 16, 2002, we have generated minimal revenue from our casino management activities. We have had minimal current casino management-related operating revenue with which to offset the investment costs associated with our current or future casino development projects. Delays in the completion of our current development projects, or the failure of such projects to be completed at all, may cause our operating results to vary significantly and may adversely affect our future earnings, cash flows and financial condition, and/or could ultimately cause us to cease our operations entirely. In addition, once developed, no assurances can be given that we will be able to manage these casinos on a profitable basis or to attract a sufficient number of guests, gaming customers and other visitors to make the various operations profitable independently. With each project we are subject to the risk that our investment may be lost if the project cannot obtain adequate financing to complete development and open the casino successfully. In some cases, we may be forced to provide more financing than we originally planned in order to complete development, increasing the risk to us in the event of a default by the casino. In addition, because our future growth in

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revenues and our ability to generate profits will depend to a large extent on our ability to increase the number of our managed casinos or develop new business opportunities, the delays in the completion or the non-completion of our current development projects may adversely affect our ability to realize future growth in revenues and future profits.
The termination of our management contracts and consulting agreements with Indian tribes may have a material adverse effect on our results of operations and financial condition.
          The terms of our current management contracts and consulting agreements provide that such contracts may be terminated under certain circumstances, including without limitation, the possible failure to obtain NIGC approval for the project, the loss of requisite gaming licenses, or an exercise by an Indian tribe of its buyout option. In addition, each of our current management and consulting agreements expire by their terms anywhere from five to seven years after commencement of casino operations for the project. Without the realization of new business opportunities or new management contracts or consulting agreements, the termination of management contracts and/or consulting agreements could have a material adverse effect on our results of operations and financial condition.
If the NIGC elects to modify the terms of our management contracts with Indian tribes or void such contracts altogether, our revenues from management contracts may be reduced or eliminated.
          The NIGC has the power to require modifications to Indian management contracts under certain circumstances or to void such contracts or ancillary agreements including loan agreements if the management company fails to obtain requisite approvals or to comply with applicable laws and regulations. The NIGC has the right to review each contract and has the authority to reduce the term of a management contract or the management fee or otherwise require modification of the contract, which could have an adverse effect on us. Currently, only our management contracts with Shingle Springs, Pokagon Band and the Iowa Tribe of Oklahoma (relating to the Cimarron Casino project in Oklahoma) have been approved by the NIGC. The other management contracts have not received final approval by the NIGC and may require modification prior to receiving approval.
If Indian tribes default on their repayment obligations or wrongfully terminate their management contracts with us, we may be unable to collect the amounts due.
          We have made, and may make, substantial loans to Indian tribes for the construction, development, equipment and operations of casinos to be managed by us. Our only recourse for collection of indebtedness from an Indian tribe or money damages for breach or wrongful termination of a management contract is from revenues, if any, from casino operations. We have subordinated, and may in the future subordinate again, to other parties related to the casino operations, the repayment of loans made to an Indian tribe and other distributions due from an Indian tribe (including management fees) in favor of other obligations of the Indian tribe. Accordingly, in the event of a default by an Indian tribe under such obligations, our loans and other claims against the Indian tribe will not be repaid until such default has been cured or the Indian tribe’s senior casino-related creditors have been repaid in full.

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A deterioration of our relationship with an Indian tribe could cause delays in the completion of a casino development project with that Indian tribe or even force us to abandon a casino development project altogether and prevent or significantly impede recovery of our investment therein.
          Good personal and professional relationships with Indian tribes and their officials are critical to our proposed and future Indian-related gaming operations and activities, including our ability to obtain, develop and effectuate management and other agreements. As sovereign nations, Indian tribes establish their own governmental systems under which tribal officials or bodies representing an Indian tribe may be replaced by appointment or election or become subject to policy changes. Replacements of Indian tribe officials or administrations, changes in policies to which an Indian tribe is subject, or other factors that may lead to the deterioration of our relationship with an Indian tribe may cause delays in the completion of a development project with that Indian tribe or prevent the project’s completion altogether, which may have an adverse effect on the results of our operations.
If funds from our operations are insufficient to support our cash requirements and we are unable to obtain additional financing in order to satisfy these requirements, we may be forced to delay, scale back or eliminate some of our expansion and development goals, or cease our operations entirely.
          We will require additional capital through either public or private financings to meet operating and development expenses during fiscal 2007 and we are currently considering various financing alternatives. In February 2006, we closed on a $50 million financing facility with the selling shareholder named in this prospectus, who is an affiliate of Prentice Capital Management, LP, referred to as Prentice. The $25 million outstanding principal balance under the facility together with accrued interest was repaid in full in June 2006, as discussed below.
          On June 22, 2006, we borrowed $105 million under a financing facility with Bank of America, N.A., referred to as BofA, under a credit agreement among us, our subsidiary, Lakes Gaming and Resorts, LLC, BofA and the lenders. Approximately $25.2 million of the initial draw was used to repay in full the loan payable to Prentice.
          As previously announced, while the funds from the BofA credit agreement allow us to move forward with various casino development projects, we anticipate incurring additional pre-construction costs which will require additional sources of financing during fiscal 2007 to meet operational and development needs. Therefore, we will continue to explore additional financing alternatives to fund those needs. Such financings may not be available when needed on terms acceptable to us or at all. Moreover, any additional equity or debt financings may be dilutive to our shareholders, and any debt financing may involve additional restrictive covenants. An inability to raise such funds when needed might require us to delay, scale back or eliminate some of our expansion and development goals, or might require us to cease our operations entirely.
          In addition, the construction of our Indian casino projects may depend on the ability of the Indian tribes to obtain financing for the projects. If such financing cannot be obtained on

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acceptable terms, it may not be possible to complete these projects. In order to assist the Indian tribes, we may be required to guarantee the Indian tribes’ debt financing or otherwise provide support for the Indian tribes’ obligations. Any guarantees by us or similar off-balance sheet obligations, if any, will increase our potential exposure in the event of a default by any of these Indian tribes.
If one or more of our Indian casino projects fail to open, the recorded assets related to those projects will be impaired and there may be a material adverse impact on our financial results.
          We record assets related to Indian casino projects on our consolidated balance sheet as long-term assets related to Indian casino projects. The majority of our long-term assets related to Indian casino projects are in the form of loans to the Indian tribes pursuant to our financing agreements with varying degrees of collection risk, and with repayment often dependent on the operating performance of each gaming property. These loans are included as notes receivable on the consolidated balance sheet, under the category “long-term assets related to Indian casino projects”. At October 1, 2006, we had $224.9 million in long-term assets related to Indian casino projects, of which $149.2 million was in the form of notes receivable, which are recorded at estimated fair value on the consolidated balance sheet, which represented approximately 42% of our total assets. See Note 3 to our consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2006, referred to as our 2006 Third Quarter Form 10-Q. The loans are made to Indian tribes for pre-construction financing related to gaming properties being developed by us. All of the loans are subject to varying degrees of collection risk and there is no established market for these loans. For the loans representing indebtedness of Indian tribes, the repayment terms are specific to each Indian tribe and are largely dependent upon the operating performance of each gaming property. Repayments of such loans are required to be made only if distributable profits are available from the operation of the related casinos. Repayments are also the subject of certain distribution priorities specified in the management contracts. In addition, repayment to us of the loans and the manager’s fees under our management contracts are subordinated to certain other financial obligations of the respective Indian tribes.
          Included in long-term assets related to Indian casino projects are intangible assets related to the acquisition of the management contract, land held for development and other costs incurred in connection with opening the casino of $54.1 million, $16.7 million and $4.9 million, respectively, at October 1, 2006. It is possible that one or more of our Indian casino projects will fail to open, which will render the majority of the assets related to the failed Indian casino project impaired. See the latest version of our critical accounting policies and estimates inread carefully the section above entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Third Quarter Form 10-Q.
Our entry into new businesses may result in future losses.“Cautionary Note Regarding Forward-Looking Statements.”
          We have announced that part of our strategy involves diversifying into other businesses such as developing and owning our own casino and the development and marketing of our own table games. Development of table games involves business risks separate from the risks involved in casino development and these investments may result in future losses to us. These

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risks include but are not limited to negative cash flow, initial high development costs of new products and/or services without corresponding sales pending receipt of corporate and regulatory approvals, market introduction and acceptance of new products and/or services, and obtaining regulatory approvals required to conduct the new businesses. Our diversification activities may never successfully add to our future revenues and income.
We cannot guarantee the financial results of the expansion of the World Poker Tour business, the results of which may negatively impact our financial results.
          As of November 6, 2006, we, through our subsidiary Lakes Poker Tour, LLC, owned approximately 61% of the outstanding common stock of WPTE. As a result, our consolidated financial results include WPTE’s operations. In fiscal 2004, our consolidated revenues of $17.6 million, were derived entirely from the WPTE business, mainly from license fees for United States telecast of World Poker Tour television episodes. In fiscal 2005 our consolidated revenues of $18.2 million were derived from WPTE. WPTE’s revenues were $18.1 million for fiscal 2005 from the delivery of 13 Season Three episodes and five Season Four episodes, international television licensing of the World Poker Tour’s Season One and Two and product licensing fees.
          WPTE’s revenues for the first nine months of 2006 were $23.2 million and primarily included delivery of 16 episodes of Season Four of the World Poker Tour, one episode of Season Five of the World Poker Tour and 19 episodes of the Professional Poker Tour. Additionally, by the end of 2006, WPTE expects to deliver three additional episodes of Season Five of the World Poker Tour and the remaining five episodes of Season One of the Professional Poker Tour. The margins for the PPT were higher in the first three quarters of 2006 as certain production costs had previously been expensed. WPTE has produced four complete seasons of the World Poker Tour series under the agreements, and Season Five is currently in production. The Travel Channel continues to hold options to license Seasons Six and Seven. On May 1, 2006, the Travel Channel notified WPTE that it had chosen to not exercise its options for Season Two and subsequent seasons of the PPT. The PPT’s first season, which includes 24 two-hour episodes, has already been filmed and began to air on TRV in July 2006. WPTE is attempting to find a new broadcast partner for the PPT going forward. WPTE expects to continue to increase sales and marketing expenses related to WPTonline.com during the remainder of 2006 in order to increase player traffic on the site. Fiscal 2006 operating and net earnings has been negatively impacted by the adoption of FAS 123R, requiring WPTE to expense employee stock options.
          We can provide no assurance that WPTE will achieve its forecasted revenues for the remainder of 2006 and thereafter, that WPTE will be able to expand its business, or that WPTE’s operations will positively impact our financial results because WPTE’s business is subject to many risks and uncertainties. The risks include, but are not limited to, WPTE’s relatively short operating history, WPTE’s dependence on its agreements with Travel Channel, continued public acceptance of the World Poker Tour programming and brand, protection of WPTE’s intellectual property rights, and its ability to successfully expand into new and complementary businesses, including internet gaming. The Unlawful Internet Gambling Enforcement Act of 2006 prohibits online gaming in the United States of America. Because WPTE’s internet gambling site does not allow for online gambling from within the United States of America, the Act is not currently

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expected to adversely impact WPTE, but the potential long-term effects of the Act on market competition can not be predicted at this time.
We are dependent on the ongoing services of our Chairman and Chief Executive Officer, Lyle Berman, and the loss of his services could have a detrimental effect on the pursuit of our business objectives, profitability and the price of our common stock.
          Our success will depend largely on the efforts and abilities of our senior corporate management, particularly Lyle Berman, our Chairman and Chief Executive Officer. The loss of the services of Mr. Berman or other members of senior corporate management could have a material adverse effect on us. We have a $20 million key man life insurance policy on him.
Risks Relating to this Offering
Our Articles of Incorporation and Bylaws may discourage lawsuits and other claims against our directors.
          Our Articles of Incorporation and Bylaws provide, to the fullest extent permitted by Minnesota law, that our directors shall have no personal liability for breaches of their fiduciary duties to us. In addition, our Bylaws provide for mandatory indemnification of directors and officers to the fullest extent permitted by Minnesota law. These provisions reduce the likelihood of derivative litigation against our directors and may discourage shareholders from bringing a lawsuit against directors for a breach of their duty.
Our Articles of Incorporation contain provisions that could discourage or prevent a potential takeover, even if the transaction would be beneficial to our shareholders.
          Our Articles of Incorporation authorize our Board of Directors to issue up to 200 million shares of capital stock, the terms of which may be determined at the time of issuance by the Board of Directors, without further action by our shareholders. The Board of Directors may authorize additional classes or series of shares that may include voting rights, preferences as to dividends and liquidation, conversion and redemptive rights and sinking fund provisions that could adversely affect the rights of holders of our common stock and reduce the value of our common stock. In connection with closing on a $50 million financing facility in February 2006, our Board of Directors authorized the creation of class of Series A Convertible Preferred Stock with contingent conversion rights and limited voting rights, and we issued an aggregate of 4,451,751 shares of such preferred stock to an affiliate of Prentice. The Series A Convertible Preferred Stock and any other class of preferred stock that may be authorized by our Board of Directors for issuance in the future could make it more difficult for a third party to acquire us, even if a majority of our holders of common stock approved of such acquisition.
The price of our common stock may be adversely affected by significant price fluctuations due to a number of factors, many of which are beyond our control.
          The market price of our common stock has experienced significant fluctuations and may continue to fluctuate in the future. The market price of our common stock may be significantly affected by many factors, including:
obtaining all necessary regulatory approvals for our casino development projects;

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•litigation surrounding one or more of our casino developments;
•changes in requirements or demands for our services or WPTE’s products;
•the announcement of new products or product enhancements by us or our competitors;
•technological innovations by us or our competitors;
•quarterly variations in our or our competitors’ operating results;
•changes in prices of our or our competitors’ products and services;
•changes in our revenue and revenue growth rates;
•changes in earnings or (loss) per share estimates by market analysts or speculation in the press or analyst community; and
•general market conditions or market conditions specific to particular industries.
We have issued numerous options and warrants to acquire our common stock that could have a dilutive effect on our common stock.
          As of October 1, 2006, we had options outstanding to acquire 4.8 million shares of our common stock, exercisable at prices ranging from $3.25 to $18.16 per share, with a weighted average exercise price of approximately $6.11 per share. During the terms of these options, the holders will have the opportunity to profit from an increase in the market price of our common stock with resulting dilution to the holders of shares who purchased shares for a price higher than the respective exercise or conversion price. In addition, the increase in the outstanding shares of our common stock as a result of the exercise or conversion of these options could result in a significant decrease in the percentage ownership of our common stock by the purchasers of its common stock.
          In February 2006, we closed on a $50 million financing facility with Prentice. As consideration for the financing, we issued to an affiliate of Prentice warrants to purchase up to 1.25 million shares of common stock that can be immediately exercised at $7.50 per share. The warrants are subject to customary anti-dilution protections. The shares underlying these warrants are being registered for resale by the selling shareholder. The warrants expire in February 2013.
The market price of our common stock may be reduced by future sales of our common stock in the public market.
          Sales of substantial amounts of our common stock in the public market that are not currently freely tradable, or even the potential for such sales, could have an adverse effect on the market price for shares of our common stock and could impair the ability of purchasers of our common stock to recover their investment or make a profit. As of October 1, 2006, these shares consist of approximately 8.0 million shares beneficially owned by our executive officers and directors.

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Certain provisions in our articles of incorporation may require a shareholder to sell to us shares of our capital stock held by such shareholder, even if the shareholder does not want to sell.
          Gaming regulations in various jurisdictions in which we have casino development projects impose certain restrictions on the equity ownership of licensed casino operators. In order to facilitate compliance with these regulations and to preserve our ability to be awarded additional gaming licenses in the future, our articles of incorporation include a provision that allows us to redeem, at fair market value, shares of our capital stock held by any shareholder whose status as a shareholder, in the opinion of our board of directors, jeopardizes the approval, continued existence or renewal by any gaming regulatory authority, of a contract to manage gaming operations, or any other tribal, federal or state license or franchise held by us or any of our subsidiaries. As a result, a shareholder could be required to sell our capital stock at a time when the shareholder may consider our securities to be undervalued or may otherwise not want to sell our securities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
          The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this prospectus, including the documents that are incorporated by reference into this prospectus, contain statements that are forward-looking, such as plans for future expansion and other business development activities as well as other statements regarding capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition.
          Such forward looking information involves important risks and uncertainties that could significantly affect our anticipated results in the future and, accordingly, actual results may differ materially from those expressed in any forward-looking statements made by or on behalf of us.
          These risks and uncertainties include, but are not limited to, need for current financing to meet our operational and development needs; those relating to the inability to complete or possible delays in completion of our casino projects, including various regulatory approvals and numerous other conditions which must be satisfied before completion of these projects; possible termination or adverse modification of management or development contracts; we operate in a highly competitive industry; possible changes in regulations; reliance on continued positive relationships with Indian tribes and repayment of amounts owed to us by Indian tribes; continued contracts with the Pawnee Nation as a result of the change in its business council membership; possible need for future financing to meet our expansion goals; risks of entry into new businesses; reliance on our management; and the fact that WPTE shares held by us are currently not liquid assets, and there is no assurance that we will be able to realize value from these holdings equal to the current or future market value of WPTE common stock. There are also risks and uncertainties relating to WPTE that may have a material effect on our consolidated results of operations or the market value of the WPTE shares held by us, including WPTE’s significant dependence on the Travel Channel LLC as a source of revenue; the potential that WPTE’s television programming may fail to maintain a sufficient audience; difficulty of predicting the growth of WPTE’s online casino business, which is a relatively new industry with

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an increasing number of market entrants; the risk that WPTE may not be able to protect its entertainment concepts, current and future brands and other intellectual property rights; the risk that competitors with greater financial resources or marketplace presence might develop television programming that would directly compete with WPTE’s television programming; the increased time, cost and expense of developing and maintaining WPTE’s own online gaming software; the risk that WPTE may not be able to protect its entertainment concepts, current and future brands and other intellectual property rights; risks associated with future expansion into new or complementary businesses; the termination or impairment of WPTE’s relationships with key licensing and strategic partners; and WPTE’s dependence on its senior management team. For more information, review our filings with the United States Securities and Exchange Commission. For further information regarding the risks and uncertainties, see “Risk Factors.”
USE OF PROCEEDS
          AllWe will retain broad discretion over the use of the net proceeds from the sale of our common stock offered under this prospectus. Unless we indicate otherwise in the applicable prospectus supplement, we anticipate that any net proceeds will be used for funding development of projects, repayment of outstanding indebtedness, working capital and general corporate purposes. We will set forth in the applicable prospectus supplement our intended use for the net proceeds received from the sale of any common stock sold pursuant to that prospectus supplement.
SECURITIES WE MAY OFFER
          We may offer shares of our common stock inor preferred stock, various series of debt securities, warrants to purchase any of such securities, and units with a total value of up to $50,000,000 from time to time under this offering will goprospectus, together with any applicable prospectus supplement, at prices and on terms to be determined by market conditions at the selling shareholder who offers and sells them. We will not receive any proceeds from thistime of offering. Any sale of shares by us to the selling shareholder in connectionThis prospectus provides you with the exercisea general description of the warrantssecurities we may offer. Each time we offer a type or series of securities, we will be made pursuant to an exemption fromprovide a prospectus supplement that will describe the registration requirementsspecific amounts, prices and other important terms of the applicable securities laws. We expectsecurities.
RATIO OF EARNINGS TO FIXED CHARGES
          The following table sets forth our ratio of earnings to usefixed charges for the proceeds from such sales for general working capital purposes.periods specified:
                         
  For the  For the  For the  For the  For the  Six Months 
  Year Ended  Year Ended  Year Ended  Year Ended  Year Ended  Ended 
  January 2,  January 1,  December 31,  December 30,  December 28,  June 28, 
  2005  2006  2006  2007  2008  2009 
Ratio of Earnings to Fixed Charges (1)  —   —   2.8   —   —   5.6 
                   

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SELLING SHAREHOLDER
          The shares of our common stock being offered by the selling shareholder are issuable upon conversion of the preferred shares and upon exercise of the warrants. In February 2006, pursuant to the terms of a securities purchase agreement, we sold 4.46 million preferred shares and warrants for the purchase of up to 4.46 million shares of our common stock to the selling shareholder. The preferred shares and warrants were issued in connection with closing on a $50 million financing facility with an affiliate of the selling shareholder. The aggregate purchase price for the preferred shares was approximately $44,578, and a nominal amount was paid for the warrants. The preferred shares and warrants were issued to the selling shareholder in reliance upon exemptions from the registration requirements of applicable securities laws. As a result of the financing facility being paid off in full, warrants for the purchase of up to 3.21 million shares lapsed and are no longer exercisable. We are registering the shares of our common stock in order to permit the selling shareholder to offer the shares for resale from time to time. Except for the ownership of the preferred shares and the warrants issued pursuant to the securities purchase agreement, and the $50 million financing facility, the selling shareholder has not had any material financial relationship with us within the past three years.
          The table below lists the selling shareholder and other information regarding the beneficial ownership of the shares of common stock by the selling shareholder. The second column lists the number of shares of common stock beneficially owned by the selling shareholder, based on its ownership of the preferred shares and warrants, as of December 29, 2006, assuming conversion of all preferred shares and exercise of the warrants held by the selling shareholder on that date, without regard to any limitations on conversions or exercise.
          The third column lists the shares of our common stock being offered by this prospectus by the selling shareholder.
          In accordance with the terms of a registration rights agreement between us and the selling shareholder, this prospectus generally covers the resale of at least 130% of the sum of (i) the number of shares of common stock issuable upon conversion of the preferred shares as of the trading day immediately preceding the date the registration statement is initially filed with the Securities and Exchange Commission and (ii) the number of shares of common stock issuable upon exercise of the related warrants as of the trading day immediately preceding the date the registration statement is initially filed with the Securities and Exchange Commission.Because the conversion price of the preferred shares may be adjusted and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholder pursuant to this prospectus.
          Under the terms of the preferred shares and the warrants, the selling shareholder may not convert the preferred shares or exercise the warrants to the extent such conversion or exercise would cause the selling shareholder, together with its affiliates, to beneficially own a number of shares of our common stock which would exceed 4.99% of our then outstanding shares of common stock following such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion of the preferred shares that have

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not been converted and upon exercise of the warrants that have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholder may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
             
      Maximum Number of Shares Number of Shares
  Number of Shares Owned to be Sold Pursuant to this Owned
Name of Selling Shareholder Prior to Offering Prospectus After Offering
PLKS Holdings, LLC (1)  1,250,000   1,625,000   0 
 
(1) Prentice Capital Management, L.P. has investmentOur earnings were insufficient to cover our fixed charges by $0.9 million for the year ended January 2, 2005, $9.9 million for the year ended January 1, 2006, $5.3 million for the year ended December 30, 2007, and voting power with respect to$68.9 million for the securities held by PLKS Holdings, LLC. Mr. Michael Zimmerman is the managing member of the general partner of Prentice Capital Management, L.P. Each of Prentice Capital Management and Mr. Zimmerman disclaim beneficial ownership of any of these securities.year ended December 28, 2008.
DESCRIPTION OF CAPITAL STOCK
General
          Our articles          As of incorporation authorizethe date of this prospectus, our boardArticles of directorsIncorporation authorizes us to issue 200,000,000 shares of capital stock, $0.01 par value $0.01 per share. AsThe following summary describes the material terms of December 29, 2006, these shares consistour capital stock. The foregoing and the following description of 22,948,635 issuedour capital stock is qualified by reference to our Articles of Incorporation, as amended, filed as an exhibit to the registration statement to which this prospectus relates, and outstanding sharesthe provisions of the Minnesota Business Corporation Act.
Common Stock
          Each holder of record of our common stock $0.01 par value, referredis entitled to as common stock, and 7,500,000 shares of authorized series A convertible preferred stock,$0.01 par value per share. Apart from those shares and shares of common stock reservedone vote for issuance under our stock option plans and our outstanding common stock purchase warrants, our remaining authorized capital stock consists of authorized voting common stock unless and until our board of directors establishes by resolution additional different classes or series of capital stock.
Series A Convertible Preferred Stock
          As of December 29, 2006, we had 4,457,751 shareseach share held on every matter properly submitted to the shareholders for their vote. Holders of our series A convertible preferredcommon stock referred to as preferred stock, issued and outstanding. We issued these preferred shares to the selling stockholder who provided us with a $50 million financing facility under a financing agreement dated February 15, 2006, referred to as the financing agreement. Of the 4,457,751 shares of preferred stock outstanding, only 1,250,000 shares can ever become convertible as described further below in the section entitled “Conversion Rights.” The following is a summary of the material rights and privileges of our preferred stock.
Voting. The holders of preferred stock currently do not have cumulative voting forrights. After satisfaction of the electiondividend rights of holders of preferred stock, holders of common stock are entitled ratably to any dividend declared by the board of directors out of funds legally available for this purpose. Upon our liquidation, dissolution or other voting rights, except as required under applicable laws.
Dividends.Thewinding up, the holders of our common stock are entitled to receive ratably our net assets available, if any, after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of our common stock have no special dividend rights.
Preemptive Rights. The holders of our preferred stock haveredemption or conversion rights, no sinking fund provisions and no preemptive rightsright to subscribe for anyor purchase additional shares of any class of our capital stock or for any issue of bonds, notes or other securities convertible into any class of our capital stock.

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Liquidation Preference. The holders of our preferred stock have no liquidation preference over holders of our common stock.
Redemption Rights.The holders of our preferred stock have the following redemption rights:
•the preferred stock must be redeemed by us upon the occurrence of a “regulatory redemption event” as defined in the certificate of designation at a price specified in the certificate of designation; and
•the holders of the preferred stock have the optional right to require us to redeem the preferred stock if a “registration rights default” as defined in the certificate of designation occurs at a price specified in the certificate of designation.
Conversion Rights.Up to 1,250,000 shares of preferred stock can each become immediately convertible into one share of common stock if, but only if:
•we cancel or redeem the warrants issued to the selling shareholder in connection with the $50 million financing facility or the shares of common stock issued pursuant to an exercise of the warrants; and
•the cancellation or redemption of the warrants results from the application of the terms and conditions of our articles of incorporation or any applicable law, rule or regulation.
          Under our articles of incorporation, our board of directors may, at any time, authorize us to redeem the shares of our capital stock held by any “disqualified holder” as defined in our articles of incorporation. A “disqualified holder” means any beneficial owner of our capital stock whose ownership may result, in the judgment of our board of directors, in:
•the disapproval, modification, or non-renewal of any contract under which we or any of our subsidiaries has sole or shared authority to manage any gaming operations; or
•the failure to obtain or the loss or nonreinstatement of any license or franchise from any governmental agency held by us or any of our subsidiaries to conduct any portion of our business or the business of any of our subsidiaries if the license or franchise is conditioned upon some or all of the holders of capital stock meeting certain criteria.
The shares are redeemable at a redemption price equal to the capital stock’s fair market value (as defined in our articles of incorporation). The redemption price is payable in cash or our securities or any combination of cash or securities selected by our board of directors.
          At any time after any of the shares of preferred stock become convertible, the holder of the preferred stock can elect to convert some or all of the holder’s then convertible preferred stock by:
•giving written notice of conversion to us; and

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•paying to us in cash or by wire transfer an amount equal to the number of shares of preferred stock being converted multiplied by the applicable conversion price.
The conversion price is currently equal to $7.50 per share. The conversion price is subject to adjustment in the event of, among other things, stock splits, stock dividends or similar events. The conversion price and the number of shares of outstanding preferred stock are also subject to adjustment if we issue shares of our common stock at prices below the then existing conversion price. The preferred stock may be converted on a cashless basis only if a registration statement is not available for the resale of the shares of common stock issuable upon conversion of the preferred stock at the time of conversion.
     Neither we nor any holder of preferred stock can effect the conversion of any share of preferred stock to the extent that after giving effect to such conversion, the holder converting shares of preferred stock would beneficially own (directly or indirectly) in excess of 4.99% of our outstanding shares of common stock outstanding after giving effect to such conversion.
Purchase Rights.If we grant, issue or sell options, warrants, other convertible securities or other property pro rata to holders of our common stock, the holders of our preferred stock will be entitled to acquire such securities or property on similar terms determined as if the preferred stock then held by them has been fully converted into common stock.
Rights in the Event of Certain Fundamental Transactions.If we engage in one or more “fundamental transactions” as defined in the certificate of designation, then each holder of preferred stock has the right to either:
•purchase and receive the shares of stock, securities or assets issuable or payable with respect to the number of shares of common stock then issuable upon a conversion of the preferred stock as if the fundamental transaction had not taken place; or
•require the repurchase of the preferred stock held by the holder for a purchase price equal to the “black scholes value” as defined in the certificate of designation of the remaining unconverted portion of preferred stock held by the holder on the date of the request. The purchase price is payable in cash within five trading days after such a request.
The term “fundamental transactions” means, among other things, a merger, consolidation, sale of substantially all of our properties or assets or the acquisition of more than 50% of our outstanding shares of preferred stock.
Common Stock
          As of December 29, 2006, we had 22,948,635 shares of common stock outstanding. All outstanding shares of our common stock are fully paid and nonassessable. Ournonassessable, and any shares of common stock are quoted onissued in an offering pursuant to this prospectus, when issued, will be fully paid and nonassessable. The Nasdaq Global Market. The following is a summary of the material rights, preferences and privileges of our common stock.
Voting.Holdersholders of our common stock are entitledsubject to, cast one vote for each share held at all shareholder meetings for all purposes, includingand may be adversely affected by, the electionrights of directors. Thethe holders of shares of any series of preferred stock that we may designate and issue in the future.
Preferred Stock
          Our board of directors has the authority, without action by its shareholders, to designate and issue shares of capital stock in one or more class or series. The board of directors may also designate the rights, preferences and privileges of each series or class of capital stock; any or all of which may be greater than the rights of the common stock. It is not possible to state the actual effect of the issuance of any shares of preferred stock upon the rights of holders of the common stock until the board of directors determines the specific rights of the holders of the preferred stock. However, these effects might include:
•restricting dividends on the common stock;
•diluting the voting power of the common stock;
•impairing the liquidation rights of the common stock; and

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than 50%
delaying or preventing a change in control of our company without further action by the stockholders.
          Our ability to issue preferred stock, or rights to purchase such shares, could discourage an unsolicited acquisition proposal. For example, we could impede a business combination by issuing a series of preferred stock containing, among other rights and preferences, class voting rights that would enable the holders of such preferred stock to block a business combination transaction. Alternatively, we could facilitate a business combination transaction by issuing a series of preferred stock having sufficient voting rights to provide a required percentage vote of the shareholders. Additionally, under certain circumstances, our issuance of preferred stock could adversely affect the voting power of our common stock issued and outstanding and entitled to vote and present in person or by proxy, together with any preferred stock issued and outstanding and entitled to vote and present in person or by proxy, constitute a quorum at all meetings of our shareholders. The vote of the holders of a majority of our common stock present and entitled to vote at a meeting, together with any preferred stock present and entitled to vote at a meeting, will decide any question brought before the meeting, except when Minnesota law requires a greater vote and except when Minnesota law requires a vote of any preferred stock issued and outstanding, voting as a separate class, to approve a matter brought before the meeting. Holders of our common stock do not have cumulative voting for the election of directors.
Dividends.Holders of our common stock are entitled to dividends when, as and if declared by the board of directors out of funds available for distribution. The payment of any dividends are limited by the terms of the BofA financing agreement.
Pre-emptive Rights.The holders of our common stock have no pre-emptive rights to subscribe for any additional shares of any class of our capital stock or for any issue of bonds, notes or other securities convertible into any class of our capital stock.
Liquidation.If we liquidate or dissolve, the holders of each outstanding share of our common stock will be entitled to share equally in our assets legally available for distribution to our shareholders after payment of all liabilities and after distributions to holders of preferred stock legally entitled to be paid distributions prior to the payment of distributions to holders of our common stock. As of the date of this prospectus, we have not issued any preferred stock with preferential liquidation rights over our common stock.
Warrants
          This prospectus includes 130% of the number of shares of our common stock issuable upon the exercise of the warrants which have an exercise price of $7.50 per share and expire in February 2013. The exercise price and the amount of securities issuable pursuant to these warrants are subject to adjustment as may be required to prevent dilution resulting from, among other things, stock splits, stock dividends or similar events or the issuance of shares of our common stock at prices below the exercise price of the warrants. The warrants were issued to the selling shareholder in connection with an affiliate of the selling shareholder providing a $50 million financing facility to us in February 2006. We have since paid off the financing facility in full.
Certain Provisions in Governance Documents
          The rights of holders of our common stock may become subject in the future to prior and superior rights and preferences in the eventAlthough our board of directors establishes oneis required to make any determination to issue any preferred stock based on its judgment as to the best interests of our shareholders, our board of directors could act in a manner that would discourage an acquisition attempt or more additional classesother transaction that some, or a majority, of commonour shareholders might believe to be in their best interests or in which shareholders might receive a premium for their stock over prevailing market prices of such stock. Our board of directors does not at present intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or one or more seriesapplicable stock exchange requirements.
Anti-Takeover Effects of preferred stock. Such additional classes or series may be establishedCertain Provisions of Minnesota Law
          Certain provisions of Minnesota law described below could have an anti-takeover effect. These provisions are intended to provide management flexibility, to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by our board of directors at the time of issuance without further action by our shareholders. The issuance of a class or series of preferred stock could also prevent a potentialand to discourage an unsolicited takeover because the terms of any issued preferred stock may require the approval of the holders of the outstanding shares of preferred stock in order to consummate a

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merger, reorganization or sale of substantially all of our assets or other extraordinary corporate transaction.
          Our articles of incorporation provide that no person or entity may become the beneficial owner of five percent or more of any class or series of our capital stock unless such person or entity agrees in writing to provide personal background and financial information to gaming authorities, consent to a background investigation, and respond to questions from gaming authorities. Our articles of incorporation also provide that we may redeem, at fair market value, shares of our capital stock held by any person or entity whose status as a shareholder, in the opinion ofif our board of directors jeopardizesdetermines that such a takeover is not in our best interests or the approval, continued existence, or renewal by any gaming regulatory authority, of a contract to manage gaming operations, or any other tribal, federal or state license or franchise held by us or anybest interests of our subsidiaries. These restrictions will be contained in a legend on each certificate issued evidencingshareholders. However, these provisions could have the effect of discouraging certain attempts to acquire us that could deprive our shareholders of opportunities to sell their shares of our common stock.
Minnesota Business Corporation Actstock at higher values.
          We have not opted out of the control share acquisition or business combination provisionsSection 302A.671 of the Minnesota Business Corporation Act. In general, the control share acquisition provision provides that sharesAct applies, with certain exceptions, to any acquisitions of our voting capital stock acquired(from a person other than us, and other than in connection with certain mergers and exchanges to which we are a “control share acquisition” have no voting rights unless voting rights are approved by disinterested shareholdersparty) resulting in a prescribed manner. A “control share acquisition” is an acquisition, directly or indirectly, of the beneficial ownership of shares of voting capital stock that would, when added to all other shares beneficially owned by the acquiring person, exceed 20% or more of the voting stock then outstanding. Section 302A.671 requires approval of any such acquisition by a majority vote of our outstanding voting capital stock entitledshareholders prior to vote for the election of directors, subject to certain exceptions.its consummation. In general, shares acquired in the business combination provisionabsence of such approval are denied voting rights and are redeemable by us at their then-fair market value within 30 days after the acquiring person has failed to give a timely information statement to us or the date the shareholders voted not to grant voting rights to the acquiring person’s shares.
          Section 302A.673 of the Minnesota Business Corporation Act generally prohibits any business combination by us, or any of our subsidiarysubsidiaries, with an interested shareholder, which means any shareholder that purchases 10% or more of our voting capital stockshares within four years following the date such interested shareholder first held 10% or more of our voting capital stock, referred to as theshareholder’s share acquisition date, unless the business combination is approved by a committee of all of the disinterested members of our board of directors before the interested shareholder’s share acquisition date. These provisions may have the effect of delaying, deferring or preventing a change in control of us or the removal of our existing management. We have no control over, and therefore can not predict, what effect these impediments to the ability of third parties to acquire control of us might have on the market price of our common stock.
PLAN OF DISTRIBUTION
          We are registering the shares of common stock issuable upon conversion of the preferred shares and upon exercise of the warrants to permit the resale of these shares of common stock by the holders of the preferred shares and warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholder of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
          The selling shareholder may sell all or a portion of the shares of common stock beneficially owned by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through

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underwritersTransfer Agent and Registrar
          The transfer agent and registrar for our common stock is Wells Fargo Shareowner Services.
Listing
          Our common stock is listed on the Nasdaq Global Market under the symbol “LACO.” We have not applied to list our common stock on any other exchange or broker-dealers,quotation system.
DESCRIPTION OF DEBT SECURITIES
          The following summary of the selling shareholderterms of the debt securities describes general terms that apply to the debt securities. The debt securities offered pursuant to this prospectus will be responsible for underwriting discountsunsecured obligations and will be either senior debt or commissions or agent’s commissions. The shares of common stocksubordinated debt and may be soldconvertible debt. The particular terms of any debt securities will be described more specifically in each prospectus supplement relating to those debt securities. Where any provision in an accompanying prospectus supplement is inconsistent with any provision in this summary, the prospectus supplement will control.
          Debt securities will be issued under an indenture between us and a trustee to be designated prior to the issuance of the debt securities. We have summarized below the terms of the indenture. Since this is only a summary, it does not contain all of the information that may be important to you. A form of indenture relating to the debt securities is an exhibit to the registration statement of which this prospectus is a part. We encourage you to read that document.
General
          The indenture will not limit the aggregate principal amount of debt securities we may issue and will provide that we may issue debt securities thereunder from time to time in one or more transactions at fixed prices, at prevailing market prices atseries. The indenture will not limit the timeamount of other indebtedness or debt securities, other than certain secured indebtedness as described below, which we or our subsidiaries may issue. Under the indenture, the terms of the sale, at varying prices determined atdebt securities of any series may differ and we, without the timeconsent of sale,the holders of the debt securities of any series, may reopen a previous series of debt securities and issue additional debt securities of the series or at negotiated prices. These salesestablish additional terms of the series.
          Unless otherwise provided in a prospectus supplement, any debt securities will be our unsecured obligations and will be subordinated in right of payment to all of our senior indebtedness.
          Because our assets may be effectedheld in transactions, whichsubsidiaries, our rights and the rights of our creditors (including the holders of debt securities) and shareholders to participate in any distribution of assets of any subsidiary upon the subsidiary’s liquidation or reorganization or otherwise would

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be subject to the prior claims of the subsidiary’s creditors, except to the extent that we may involve crosses or block transactions,be a creditor with recognized claims against the subsidiary.
          You should refer to the prospectus supplement that accompanies this prospectus for a description of the specific series of debt securities we are offering by that prospectus supplement. The terms may include:
 • on any national securities exchange or quotation service on which the securities may be listed or quoted attitle and specific designation of the time of sale;debt securities;
 
 • in the over-the-counter market;terms of subordination, if applicable;
 
 • in transactions otherwise thanany limit on these exchangesthe aggregate principal amount of the debt securities or systems or in the over-the-counter market;series of which they are a part;
 
 • throughwhether the writingdebt securities are convertible, and if so, the terms of options, whether such options are listed on an options exchange or otherwise;conversion;
 
 • ordinary brokerage transactions and transactions inthe date or dates on which the broker-dealer solicits purchasers;we must pay principal;
 
 • block tradesthe rate or rates at which the debt securities will bear interest or the manner in which the broker-dealerinterest will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;be determined, if any interest is payable;
 
 • purchases by a broker-dealer as principalthe date or dates from which any interest will accrue, the date or dates on which we must pay interest and resale by the broker-dealerrecord date for its account;determining who is entitled to any interest payment;
 
 • an exchange distributionthe place or places where we must pay the debt securities and where any debt securities issued in accordance with the rules of the applicableregistered form may be sent for transfer or exchange;
 
 • privately negotiated transactions;the terms and conditions on which we may, or may be required to, redeem the debt securities;
 
 • settlementthe terms and conditions of short sales entered into after the date of this prospectus;any sinking fund;
 
 • sales pursuant to Rule 144;the terms and conditions of modifications, amendments and waivers of any terms of the debt securities;
 
 • broker-dealersif other than denominations of $1,000, the denominations in which we may agree withissue the selling securityholders to sell a specified number of such shares at a stipulated price per share;debt securities;
 
 • a combinationthe amount we will pay if the maturity of any such methodsthe debt securities is accelerated;
•whether we will issue the debt securities in the form of sale;one or more global securities and, if so, the identity of the depositary for the global security or securities;
•events of default or covenants (including relating to mergers, consolidations and sales of assets) that apply to the debt securities;

8

•whether the debt securities will be defeasible; and
 
 • any other method permitted pursuantterms of the debt securities and any other deletions from or modifications or additions to applicable law.the indenture in respect of the debt securities, including those relating to the subordination of any debt securities.
          IfUnless the selling shareholder effects such transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agentsapplicable prospectus supplement specifies otherwise, the debt securities will not be listed on any securities exchange. We may receive commissionsissue the debt securities in fully registered form without coupons.
          Unless otherwise stated in the form of discounts, concessionsprospectus supplement, we will pay principal, premium, interest and additional amounts, if any, on the debt securities at the office or commissions fromagency we maintain for that purpose or the selling shareholder or commissions from purchasersspecified corporate trust office of the sharestrustee. Interest will be payable on any interest payment date to the registered owners of common stockthe debt securities at the close of business on the regular record date for whom theythe interest payment in immediately available funds. We will name in the prospectus supplement all paying agents we initially designate for the debt securities. We may act asdesignate additional paying agents, rescind the designation of any paying agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agentsapprove a change in the office through which any paying agent acts, but we must maintain a paying agent in each place where payments on the debt securities are payable.
          Unless otherwise stated in the prospectus supplement, the debt securities may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if we or the security registrar so requires) or exchanged for other debt securities of the same series (containing identical terms and provisions, in excessany authorized denominations, and in the same aggregate principal amount) at the office or agency we maintain for that purpose or the specified corporate trust office of the trustee. There will be no service charge for any transfer or exchange, but we may require payment sufficient to cover any tax or other governmental charge or expenses payable in connection with the transfer or exchange.
          We may initially appoint the trustee as security registrar. Any transfer agent (in addition to the security registrar) we initially designate for any debt securities will be named in the related prospectus supplement. We may designate additional transfer agents, rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, but we must maintain a transfer agent in each place where any payments on the debt securities are payable.
          Unless otherwise stated in the prospectus supplement, we will issue the debt securities only in fully registered form, without coupons, in minimum denominations of $1,000. The debt securities may be represented in whole or in part by one or more global debt securities. Each global security will be registered in the name of a depositary or its nominee and the global security will bear a legend regarding the restrictions on exchanges and registration of transfer. Interests in a global security will be shown on records maintained by the depositary and its participants, and transfers of those customaryinterests will be made as described below. Provisions relating to the use of global securities are more fully described below in the typessection entitled “Use of transactions involved). In connection with sales of the shares of common stock orGlobal Securities.”

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otherwise,          We may issue the selling shareholderdebt securities as original issue discount securities (bearing no interest or bearing interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their principal amount. We will describe certain special U.S. federal income tax and other considerations applicable to any debt securities that are issued as original issue discount securities in the applicable prospectus supplement.
          If the purchase price of any debt securities is payable in one or more foreign currencies or currency units, or if any debt securities are denominated in one or more foreign currencies or currency units, or if any payments on the debt securities are payable in one or more foreign currencies or currency units, we will describe the restrictions, elections, certain U.S. federal income tax considerations, specific terms and other information about the debt securities and the foreign currency or currency units in the prospectus supplement.
          We will comply with Section 14(e) under the Exchange Act, and any other tender offer rules under the Exchange Act that may enter into hedging transactionsthen be applicable, in connection with broker-dealers, which may in turn engage in short salesany obligation to purchase debt securities at the option of the sharesholders. Any such obligation applicable to a series of debt securities will be described in the related prospectus supplement.
Use of Global Securities
          The debt securities of any series may be issued in whole or in part in the form of one or more global debt securities that will be deposited with a depositary or its nominee identified in the series prospectus supplement.
          The specific terms of the depositary arrangement covering debt securities will be described in the prospectus supplement relating to that series. We anticipate that the following provisions or similar provisions will apply to depositary arrangements relating to debt securities, although to the extent the terms of any arrangement differs from those described in this section, the terms of the arrangement shall supersede those in this section. In this section, the term debt securities will refer to both senior, subordinated and convertible debt securities.
          Upon the issuance of a global security, the depositary for the global security or its nominee will credit, to accounts in its book-entry registration and transfer system, the principal amounts of the debt securities represented by the global security. These accounts will be designated by the underwriters or agents with respect to such debt securities or by us if such debt securities are offered and sold directly by us. Only institutions that have accounts with the depositary or its nominee, and persons who hold beneficial interests through those participants, may own beneficial interests in a global security. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the depositary, its nominee or any such participants. The laws of some states require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws may prevent you from transferring your beneficial interest in a global security.

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          As long as the depositary or its nominee is the registered owner of a global security, the depositary or nominee will be considered the sole owner or holder of the debt securities represented by the global security. Except as described below, owners of beneficial interests in a global security will not be entitled to have debt securities registered in their names and will not be entitled to receive physical delivery of the debt securities in definitive form.
          We will make all payments of principal of, any premium and interest on, and any additional amounts with respect to, debt securities issued as global securities to the depositary or its nominee. Neither we nor the trustee, any paying agent or the security registrar assumes any responsibility or liability for any aspect of the depositary’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security.
          We expect that the depositary for a series of debt securities or its nominee, upon receipt of any payment with respect to such debt securities, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interest in the principal amount of the global security for such debt securities as shown on the records of such depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such global security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name,” and will be the responsibility of such participants.
DESCRIPTION OF WARRANTS
          We may issue, either separately or together with other securities, warrants for the purchase of any, including any combination of, common stock or preferred stock that we may sell.
          The warrants will be issued under warrant agreements to be entered into between us and a bank or trust company, as warrant agent, all to be set forth in the courseapplicable prospectus supplement relating to any or all warrants with respect to which this prospectus is being delivered. Copies of hedgingthe form of agreement for each warrant and the warrant certificate, if any, which we refer to collectively as “warrant agreements,” and reflecting the provisions to be included in positions they assume.such agreements that will be entered into with respect to a particular offering of each type of warrant, will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus is a part.
          The selling shareholderfollowing description sets forth certain general terms and provisions of the warrants to which any prospectus supplement may alsorelate. The particular terms of the warrants to which any prospectus supplement may relate and the extent, if any, to which the general provisions may apply to the warrants so offered will be described in the applicable prospectus supplement. To the extent that any particular terms of the warrants, warrant agreements or warrant certificates described in a prospectus supplement differ from any of the terms described in this section, then the terms described in this section will be deemed to have been superseded by that prospectus supplement. We encourage you to read the applicable warrant agreement for additional information before you purchase any of our warrants.

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General
          The prospectus supplement will describe the terms of the warrants with respect to which this prospectus is being delivered, as well as the related warrant agreement and warrant certificates, including the following, where applicable:
•the number of, securities, as the case may be, purchasable upon exercise of each warrant and the initial price at which the number of securities may be purchased upon such exercise;
•the designation and terms of the securities, if other than common stock, purchasable upon exercise of the warrants and of any securities, if other than common stock, with which the warrants are issued;
•the procedures and conditions relating to the exercise of the warrants;
•the date, if any, on and after which the warrants, and any securities with which the warrants are issued, will be separately transferable;
•the offering price, if any, of the warrants;
•the date on which the right to exercise the warrants will commence and the date on which that right will expire;
•if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants;
•whether the warrants represented by the warrant certificates will be issued in registered or bearer form and, if registered, where they may be transferred and registered;
•call provisions, if any, of the warrants;
•antidilution provisions, if any, of the warrants; and
•any other material terms of the warrants.
          The description of warrants in the prospectus supplement will not necessarily be complete and will be qualified in its entirety by reference to the warrant agreement relating to the warrants being offered.
No Rights of Security Holder Prior to Exercise
          Before the exercise of their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon the exercise of the warrants, and will not be entitled to, among other things, vote or receive dividend payments or similar distributions on the securities purchasable upon exercise.

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DESCRIPTION OF UNITS
          We may issue units to purchase one or more of the securities referenced herein. The terms of such units will be set forth in a prospectus supplement. The form of units and the applicable unit agreement will be filed with the SEC and incorporated by reference as exhibits to the registration statement of which this prospectus is a part. We encourage you to read the applicable unit agreement and unit before you purchase any of our units.
PLAN OF DISTRIBUTION
          We may sell shares of common stock short and deliver shares of common stockthe securities covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholder may also loan or pledge shares of common stock to broker-dealers that in turn may sell such shares.
          The selling shareholder may pledge or grant a security interest in some or all of the preferred shares and warrants or shares of common stock owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, referred to as the Securities Act, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholder also may transfer and donate the shares of common stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.follows:
•to or through underwriters or dealers;
•directly to a limited number of purchasers or to a single purchaser; or
•through agents; or
•through a combination of any of these methods of sale.
          The selling shareholder and any broker-dealer participating in the distribution of the shares of common stock may be deemed to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement if required, will be distributed whichor free writing prospectus will set forth the aggregate amount of shares of common stock being offered and the terms of the offering includingof the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholdersecurities covered by this prospectus, including:
•the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
•any over-allotment options under which underwriters may purchase additional securities from us;
•any underwriting discounts or commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
•the initial public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers; and
•any securities exchanges or markets on which the securities may be listed.
          Any initial public offering price and any discounts or concessions allowed or reallowed or paid to broker-dealers.
          Under the securities laws of some states, the shares of common stockdealers may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemptionchanged from registration or qualification is available and is complied with.
          There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuanttime to the shelf registration statement, of which this prospectus forms a part.
          The selling shareholder and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended (referred to as the Exchange Act), and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling shareholder and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All of the foregoing may affect the marketability of the shares of common stock and thetime.

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ability          Underwriters may offer and sell the offered securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. If underwriters are used in the sale of any personsecurities, the securities will be acquired by the underwriters for their own account and may be resold from time to time in one or entity to engage in market-making activities with respectmore transactions described above. The securities may be either offered to the sharespublic through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of common stock.the securities if they purchase any of the securities.
          We may sell the securities directly or through agents from time to time. The prospectus supplement or free writing prospectus will pay all expensesname any agent involved in the offer or sale of the registrationsecurities and any commissions we pay to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
          We may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the shares of common stocksecurities from us at the public offering price set forth in the prospectus supplement or free writing prospectus pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the registration rights agreement; provided, however, that a selling shareholderfuture. The contracts will be subject only to those conditions set forth in the prospectus supplement or free writing prospectus, and the prospectus supplement or free writing prospectus will set forth any commissions we pay all underwriting discountsfor solicitation of these contracts.
          Agents and selling commissions, if any. We will indemnify the selling shareholder against liabilities, including liabilities under the Securities Act, in accordance with the registration rights agreement, or the selling shareholder willunderwriters may be entitled to contribution. We may be indemnifiedindemnification by the selling shareholderus against certain civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnishedor to us bycontribution with respect to payments which the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement,agents or weunderwriters may be entitledrequired to contribution.make in respect thereof. Agents and underwriters may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.
          Once sold under the shelf registration statement, of which this prospectus forms a part, the shares ofAll securities we offer, other than common stock, will be freely tradablenew issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities. Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the handsopen market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of persons otherthe securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

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          Any underwriters who are qualified market makers on the Nasdaq Global Market may engage in passive market making transactions in our affiliates.common stock, preferred stock, warrants and debt securities, as applicable, on the Nasdaq Global Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
          In compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum consideration or discount to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus and any applicable prospectus supplement.
LEGAL MATTERS
          The validity of our common stock offered by this prospectus will be passed upon for us by Gray, Plant, Mooty, Mooty & Bennett, P.A. Any underwriters will be advised about the other issues relating to any offering by their own legal counsel that we will name in the applicable prospectus supplement.
EXPERTS
          The consolidated financial statements as of January 1, 2006Lakes Entertainment, Inc. and for the year then ended incorporated into this prospectus by reference from our Annual Report on Form 10-K for the year ended January 1, 2006 have been audited by Piercy, Bowler, Taylor & Kern, Certified Public Accountants and Business Advisors a Professional Corporation, referred to as Piercy Bowler Taylor & Kern, an independent registered public accounting firm, as stated in their report, which isits subsidiaries incorporated herein by reference and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
          The financial statements as of January 2, 2005 and for each of the two years in the period then ended incorporated in this prospectus by reference from our Annual Report on Form 10-K for the year ended January 1, 2006 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of suchPiercy Bowler Taylor & Kern, Certified Public Accountants, an independent registered public accounting firm, given upon theirthe firm’s authority as expertsan expert in accountingauditing and auditing.accounting.

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WHERE YOU CAN FIND MORE INFORMATION
          We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission, referred to as the SEC. The reports, proxy statements and other information that we file electronicallyWe have filed with the SEC are availablea registration statement under the Securities Act with respect to the public freecommon stock offered hereby. This prospectus, which constitutes a part of charge over the Internet atregistration statement, does not contain all of the SEC’s website athttp://www.sec.gov.information set forth in the registration statement or the exhibits which are part of the registration statement. For further information with respect to us and the common stock offered by this prospectus, we refer you to the registration statement and the exhibits filed as part of the registration statement. You may also read and copy any document we file with the SEC, at prescribed rates, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtainPlease call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s Public Reference Room by callingRoom. Our SEC filings are also available to the public from the SEC’s website at http://www.sec.gov.

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          The SEC at 1-800-SEC-0330.
          Weallows us to “incorporate by reference” into this prospectus certainthe information that we have filedfile with the SEC,it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Theprospectus, and information about us that is contained inwe file later with the SEC will automatically update and supersede this prospectus is not comprehensive and you should also read the information in the documents incorporated by reference into this prospectus.information. We incorporate by reference into this prospectus the reports andfollowing documents listed below and any future filings we will makefiled with the SEC under Sections 13(a), 13(c), 14 or 15(d)pursuant to Section 13 of the Exchange Act, other than current reports on Form 8-K furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items, until the termination of the offering covered by this prospectus:Act:
 • Our Annual Reportreport on Form 10-K for the year ended January 1, 2006December 28, 2008 (including information specifically incorporated by reference into our Form 10-K), as filed with the SEC on March 8, 2006; and
•Our10-K from our Proxy Statement dated March 17, 2006 as filed with the SEC on March 8, 2006; andfor our 2009 Annual Meeting of Shareholders);
 
 • Our Quarterly ReportReports on Form 10-Q for the quarterly periodquarters ended April 2, 2006 as filed with the SEC on May 12, 2006 (including our unaudited interim financial statements as of April 2, 2006,March 29, and for the three-month periods ended April 2, 2006, and April 3, 2005); and
•Our Quarterly Report on Form 10-Q for the quarterly period ended July 2, 2006 as filed with the SEC on August 10, 2006 (including our unaudited interim financial statements as of July 2, 2006, and for the three-month and six-month periods ended July 2, 2006 and July 3, 2005); and
•Our Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2006 as filed with the SEC on November 9, 2006 (including our unaudited interim financial statements as of October 1, 2006, and for the three-month and nine-month periods ended October 1, 2006 and October 2, 2005); andJune 28, 2009;
 
 • Our Current Reports on FormsForm 8-K as filed with the SEC on January 13, March 22, 2006,10, March 23, 2006, April 5, 2006,13, April 7, 2006 (reporting disclosures under Items 1.01April 17, May 8, June 30, July 6, August 27, September 30 and 1.02), April 21, 2006, June 28, 2006, October 4, 2006, October 6, 2006, November 9, 2006, December 6, 2006, December 14, 2006; December 27, 2006; January 9, 2007; and16, 2009;

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•The description of our common stock contained in our registration statement on Form 10 registering our common stock under Section 12 of the Exchange Act as filed with the SEC on October 23, 1998, as amended by our registration statement on Form 8-A/A as filed with the SEC on May 16, 2000; and
•All documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the last offering of common stock under this prospectus (excluding any portion of such documents which are furnished and not filed with the SEC) and all documents filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration statement and prior to the effectiveness of the registration statement.
          You may access our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statement, and amendments to those documents filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as filed with the SEC on October 23, 1998, free of charge at the SEC’s website or our website atwww.lakesentertainment.comas amended by our registration statement on Form 8-A/Asoon as reasonably practicable after such material is electronically filed with, or furnished to, the SECSEC. The reference to our website does not constitute incorporation by reference of the information contained in our website. We do not consider information contained on, May 16, 2000.
or that can be accessed through, our website to be part of this prospectus or the related registration statement.
          We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the above reports and documents which are incorporated by reference into this prospectus but not delivered with the prospectus. You can make a written or oral request for a free copy of any or all of the above reports and documents by writing to Timothy J. Cope, our President and Chief Financial Officer, at 130 Cheshire Lane, Suite 101, Minnetonka, MN 55305; or by emailing Mr. Cope attcope@lakesentertainment.comtcope@lakesentertainment.com;; or by telephoning Mr. Cope at (952) 449-9092.
          The address of our website ishttp://www.lakesentertainment.com. Our most current SEC filings, such as our annual, quarterly and current reports, proxy statements and press releases, including the reports and documents that are incorporated by reference into this prospectus, are available to the public free of charge on our website. Our website is not a part of this prospectus.
INDEMNIFICATION
          We are subject to the Minnesota Business Corporation Act, referred to as the MBCA. Section 302A.521 of the MBCA provides that we shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person:
•has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;
•acted in good faith;
•received no improper personal benefit and Section 302A.255 of the MBCA, if applicable, has been satisfied;
•in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and
•reasonably believed that the conduct was in our best interests in the case of acts or omissions in such person’s official capacity for us or reasonably believed that the

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conduct was not opposed to our best interests in the case of acts or omissions in such person’s official capacity for other affiliated organizations.
          Article 7 of our articles of incorporation further provide that our directors shall not be personally liable to us or our shareholders for breaches of fiduciary duty. In addition, Article 6 of our Bylaws provides that we shall indemnify our directors to the fullest extent permitted under the MBCA. We also maintain a director and officer insurance policy to cover ourselves, our directors and our officers against certain liabilities.
          Although indemnification for liabilities arising under the Securities Act of 1933, referred to as the Securities Act, may be permitted to our directors, officers and controlling persons under these provisions, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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1,625,000 Shares
LAKES ENTERTAINMENT, INC.
Common Stock
PROSPECTUS
___, 2007

16

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses, payable by us in connection with the issuance and registrationoffering of the securitiescommon stock being registered pursuant to this Registration Statement on Form S-3.registered. All of the amounts shown are estimates, except for the United States Securities and Exchange Commission registration fee and the Nasdaq fee.
        
Securities and Exchange Commission registration fee $1,875  $2,790 
Printing expenses 1,000  5,000 
Legal fees and expenses 100,000  60,000 
Accounting and auditing fees and expenses 17,000 
Nasdaq fees 16,250 
Accounting fees and expenses 20,000 
Transfer Agent and Registrar fees 1,000  3,500 
Miscellaneous 100  20,000 
      
  
Total $137,225  $111,290 
   
Item 15. Indemnification of Directors and Officers.
          We are subject to the Minnesota Business Corporation Act (the “MBCA”). Section 302A.521 of the MBCA provides that we shall indemnify a person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines, including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan, settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person:
 • has not been indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation, excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts or omissions;
 
 • acted in good faith;
 
 • received no improper personal benefit and Section 302A.255 of the MBCA, if applicable, has been satisfied;
 
 • in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and

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reasonably believed that the conduct was in our best interests in the case of acts or omissions in such person’s official capacity for us or reasonably believed that the conduct was not opposed to our best interests in the case of acts or omissions in such person’s official capacity for other affiliated organizations.
          Article 7 of our articles of incorporation further provide that our directors shall not be personally liable to us or our shareholders for breaches of fiduciary duty. In addition, Article 6 of our Bylaws provides that we shall indemnify our directors to the fullest extent permitted under the MBCA.
          We also maintain a director and officer insurance policy to cover ourselves, our directors and our officers against certain liabilities.
Item 16. Exhibits and Financial Statement Schedules.
          (a) Exhibits:
   
Exhibits Description
1.1Form of Underwriting Agreement.*
2.1Agreement and Plan of Merger by and among Hilton, Park Place Entertainment Corporation, Gaming Acquisition Corporation, Lakes Gaming, Inc., and Grand Casinos, Inc. dated as of June 30, 1998. (Incorporated herein by reference to Exhibit 2.2 to Lakes’ Form 10 Registration Statement as filed with the Securities and Exchange Commission (the “Commission”) on October 23, 1998 (the “Lakes Form 10”)).
   
3.1 Articles of Incorporation of Lakes Entertainment, Inc. (as amended through May 5,4, 2004). (Incorporated herein by reference to Exhibit 3.1 to Lakes’ Report on Form 10-Q for the fiscal quarter ended April 4, 2004.)
   
3.2 Lakes Entertainment, Inc. Certificate of Designation of Series A Convertible Preferred Stock dated February 21, 2006. (Incorporated herein by reference to Exhibit 3.1 to Lakes’ Current Report on Form 8-K filed with the Commission on February 22, 2006.).
   
3.3 By-laws of Lakes Gaming, Inc. (Incorporated herein by reference to Exhibit 3.2 to the Lakes Form 10.)
   
4.1 Rights Agreement, dated as of May 12, 2000, between Lakes Gaming, Inc. and Norwest Bank Minnesota, National Association, as Rights Agent. (Incorporated herein by reference to Exhibit 4.1 to Lakes’ Form 8-K filed May 6, 2000.)
   
5.1†4.2Form of Specimen Certificate for Registrant’s common stock. (Incorporated herein by reference to Exhibit 4.2 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
4.3Form of Indenture for Debt Securities of Lakes Entertainment, Inc. (Incorporated herein by reference to Exhibit 4.3 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
4.4Form of Warrant Agreement.*

ExhibitsDescription
  4.5Form of Unit Agreement.*
  5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
   
10.112.1 Securities Purchase Agreement dated asComputation of February 15, 2006 between Lakes Entertainment, Inc. and PLKS Holdings, LLC including the ScheduleRatio of Buyers.Earnings to Fixed Charges (Incorporated herein by reference to Exhibit 10.212.1 to Lakes’ Current ReportRegistration Statement on Form 8-KS-3 filed with the Commission on February 22, 2006.September 30, 2009.).
   
10.2Registration Rights Agreement dated as of February 15, 2006 between Lakes Entertainment, Inc. and PLKS Holdings, LLC including schedules and exhibits thereto. (Incorporated herein by reference to Exhibit 10.3 to Lakes’ Current Report on Form 8-K filed with the Commission on February 22, 2006.).

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ExhibitsDescription
10.3Common Stock Purchase Warrant dated February 15, 2006 by Lakes Entertainment, Inc. in favor of PLKS Holdings, LLC. (Incorporated herein by reference to Exhibit 10.4 to Lakes’ Current Report on Form 8-K filed with the Commission on February 22, 2006.).
23.1*Consent of Deloitte & Touche LLP.
23.2*23.1 Consent of Piercy, Bowler, Taylor & Kern.
   
23.3†23.2 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1).
   
24†24.1 Power of Attorney (included on signature pageof Lyle Berman (Incorporated herein by reference to theExhibit 24.1 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.2Power of Attorney of Timothy J. Cope (Incorporated herein by Lakes with the Securities and Exchange Commissionreference to Exhibit 24.2 to Lakes’ Registration Statement on January 3, 2007).Form S-3 filed on September 30, 2009.)
24.3Power of Attorney of Morris Goldfarb (Incorporated herein by reference to Exhibit 24.3 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.4Power of Attorney of Larry C. Barenbaum (Incorporated herein by reference to Exhibit 24.4 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.5Power of Attorney of Ray Moberg (Incorporated herein by reference to Exhibit 24.5 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.6Power of Attorney of Neil I. Sell (Incorporated herein by reference to Exhibit 24.6 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.7Power of Attorney of Richard D. White (Incorporated herein by reference to Exhibit 24.7 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
 
†Previously filed.
* Filed herewith.To be filed, if applicable, subsequent to the effectiveness of this registration statement by an amendment to the registration statement or incorporated by reference pursuant to a current report on Form 8-K in connection with the offering of the common stock.
(b) Financial Statement Schedules
Incorporated by reference to the financial statement schedules included in the 2005 Form 10-K.
Item 17. Undertakings.
a.
a.The undersigned registrant hereby undertakes:
 (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
 
 (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of

prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20%20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
 
 (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or

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any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or furnished to the Commission by the registrant pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
 (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
 (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)If the Registrant is relying on Rule 430B:
(A)Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the

offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(ii)If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424 (b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii)the portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
b.The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’sRegistrant’s annual report pursuant to Sectionsection 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
c.The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
d.The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
e.Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant

b. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
f.The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.
g.The undersigned Registrant hereby undertakes that: (i) for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES
          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on January 29, 2007.November 3, 2009.
     
 LAKES ENTERTAINMENT, INC.

Registrant
 		 
 Registrant
By:  /s/ Lyle Berman
Timothy J. Cope   
 Name: Name:Timothy J. Cope  Lyle Berman
 Title: Title:President and Chief Financial Officer   Chairman of the Board and
 Chief Executive Officer
Dated as of January 29, 2007

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          Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated:
     
Name Title Date
*
 
January 29, 2007
Lyle Berman Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)		 November 3, 2009
     
/s/ Timothy J. Cope
Timothy J. Cope
 President, Chief Financial Officer and DirectorJanuary 29, 2007
Timothy J. Cope
(Principal Financial and Accounting Officer)		 November 3, 2009
     
* Director January 29, 2007November 3, 2009
 
Morris Goldfarb    
     
* Director January 29, 2007November 3, 2009
 
Larry C. Barenbaum    
     
* Director January 29, 2007November 3, 2009
 
Ray Moberg    
     
* Director January 29, 2007November 3, 2009
 
Neil I. Sell    
     
* Director January 29, 2007November 3, 2009
 
Richard D. White
    
Richard White
     
*By
*By:  /s/ Timothy J. Cope  
 
Timothy J. Cope		  
 Attorney-in-fact  

EXHIBIT INDEX
EXHIBITS
The following exhibits are filed herewith or incorporated by reference herein:
ExhibitsDescription
*1.1Form of Underwriting Agreement.
2.1Agreement and Plan of Merger by and among Hilton, Park Place Entertainment Corporation, Gaming Acquisition Corporation, Lakes Gaming, Inc., and Grand Casinos, Inc. dated as of June 30, 1998. (Incorporated herein by reference to Exhibit 2.2 to Lakes’ Form 10 Registration Statement as filed with the Securities and Exchange Commission (the “Commission”) on October 23, 1998 (the “Lakes Form 10”)).
3.1Articles of Incorporation of Lakes Entertainment, Inc. (as amended through May 4, 2004). (Incorporated herein by reference to Exhibit 3.1 to Lakes’ Report on Form 10-Q for the fiscal quarter ended April 4, 2004.)
3.2Lakes Entertainment, Inc. Certificate of Designation of Series A Convertible Preferred Stock dated February 21, 2006. (Incorporated herein by reference to Exhibit 3.1 to Lakes’ Current Report on Form 8-K filed with the Commission on February 22, 2006.).
3.3By-laws of Lakes Gaming, Inc. (Incorporated herein by reference to Exhibit 3.2 to the Lakes Form 10.)
4.1Rights Agreement, dated as of May 12, 2000, between Lakes Gaming, Inc. and Norwest Bank Minnesota, National Association, as Rights Agent. (Incorporated herein by reference to Exhibit 4.1 to Lakes’ Form 8-K filed May 6, 2000.)
4.2Form of Specimen Certificate for Registrant’s common stock (Incorporated herein by reference to Exhibit 4.2 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
4.3Form of Indenture for Debt Securities of Lakes Entertainment, Inc. (Incorporated herein by reference to Exhibit 4.3 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
*4.4Form of Warrant Agreement
*4.5Form of Unit Agreement
5.1Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
12.1Computation of Ratio of Earnings to Fixed Charges (Incorporated herein by reference to Exhibit 12.1 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
23.1Consent of Piercy, Bowler, Taylor & Kern.
23.2Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1).
24.1Power of Attorney of Lyle Berman (Incorporated herein by reference to Exhibit 24.1 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.2Power of Attorney of Timothy J. Cope (Incorporated herein by reference to Exhibit 24.2 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)

ExhibitsDescription
24.3Power of Attorney of Morris Goldfarb (Incorporated herein by reference to Exhibit 24.3 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.4Power of Attorney of Larry C. Barenbaum (Incorporated herein by reference to Exhibit 24.4 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.5Power of Attorney of Ray Moberg (Incorporated herein by reference to Exhibit 24.5 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.6Power of Attorney of Neil I. Sell (Incorporated herein by reference to Exhibit 24.6 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
24.7Power of Attorney of Richard D. White (Incorporated herein by reference to Exhibit 24.7 to Lakes’ Registration Statement on Form S-3 filed on September 30, 2009.)
*To be filed, if applicable, subsequent to the effectiveness of this registration statement by an amendment to the registration statement or incorporated by reference pursuant to a current report on Form 8-K in connection with the offering of the common stock.

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